Terms of Service

These Terms of Service ("Terms") govern your access to and use of the BizGuru desktop application, the qmirac.ai website, and any related services (collectively, the "Service") provided by Qmirac™ ("Qmirac," "we," "us," or "our"). By creating an account, downloading the application, or otherwise using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Definitions

Capitalized terms used in these Terms have the meanings set forth below or as defined elsewhere in these Terms.

• "AOB" means the Annual Outcome Based subscription plan described in Section 4.
• "BizGuru" means the BizGuru desktop application and its associated software, models, scoring methodologies, and documentation.
• "Customer Data" or "Your Content" means business data, documents, and other content you create, upload, or process using BizGuru.
• "Pricing Policy" means Qmirac's then-current Pricing & Subscription Policy, available at qmirac.ai, which is incorporated into these Terms by reference and which controls in the event of any conflict with these Terms regarding pricing, billing, plan changes, cancellation, or AOB administration.
• "Revenue Delta" means the year-over-year increase in your annual revenue measured against the baseline established under the Pricing Policy.
• "Subscription" means an active QS, AS, or AOB engagement under these Terms.

2. Eligibility

You must be at least 18 years old to use the Service. If you are using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" refers to that entity. You further represent and warrant that you and the entity you represent are not (a) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. trade sanctions; (b) identified on any U.S., EU, UK, or UN restricted-party list; or (c) prohibited from receiving software or services under applicable export-control laws. You agree not to use the Service in violation of any export-control or sanctions laws.

3. Account Registration & Security

To access most features of the Service, you must create an account by providing a valid email address and other requested information. You agree to:

• Provide accurate, current, and complete information during registration;
• Maintain and promptly update your account information;
• Keep your login credentials confidential and not share them with any third party;
• Be responsible for all activity that occurs under your account; and
• Designate at least two (2) billing contacts for any AOB Subscription, both of whom will receive billing communications.

You must notify us immediately at contact@qmirac.ai if you suspect any unauthorized access to or use of your account. Qmirac is not liable for losses arising from your failure to safeguard credentials or to provide timely notice of compromise.

4. Subscription Plans & Billing

BizGuru is offered under the following subscription plans. Capitalized terms not defined here are defined in the Pricing Policy.

• Quarterly Subscription (QS): $2,999 USD billed every three (3) months;
• Annual Subscription (AS): $9,999 USD billed every twelve (12) months;
• Annual Outcome Based (AOB): the greater of (i) ten percent (10%) of Revenue Delta or (ii) a minimum annual fee of one thousand two hundred U.S. dollars ($1,200 USD) (the "AOB Minimum Fee"), calculated and invoiced annually pursuant to a separate executed AOB agreement, with a three (3) year term.

4.1 Billing, Renewal, and Currency

Subscription fees are billed in advance through Stripe. QS and AS Subscriptions automatically renew at the end of each billing cycle at the then-current rate unless cancelled. AOB Subscriptions are governed by the Pricing Policy and the executed AOB agreement. All Qmirac pricing is denominated in U.S. dollars (USD); for customers paying from a non-USD account, Stripe handles currency conversion and the customer bears any conversion fees as set out in the Pricing Policy.

4.2 Taxes

All fees are exclusive of applicable sales tax, value-added tax (VAT), goods and services tax (GST), duties, levies, and withholdings, which are added to the invoice based on the customer's billing jurisdiction and remitted by Qmirac through Stripe Tax in accordance with applicable law. You are responsible for providing accurate billing-address and tax-status information, including any valid exemption certificates or VAT identification numbers.

4.3 AOB Terms

AOB Subscriptions are governed by the Pricing Policy and a separately executed AOB agreement which the customer e-signs on qmirac.ai. Without limiting the Pricing Policy:

(a) the AOB term is three (3) years, with a conditional clock that only advances in years in which ten percent (10%) of the Revenue Delta exceeds the AOB Minimum Fee (a "Qualifying Year"); (b) in any year that is not a Qualifying Year — including years with no Revenue Delta — the AOB Minimum Fee is owed in full and the three (3) year clock does not advance; (c) the AOB agreement remains in effect until three (3) Qualifying Years have been completed, after which the renewal mechanic in subsection (g) applies; (d) AOB customers may not switch to QS or AS during the term, under any circumstances; (e) cancellation by the customer does not relieve the customer of the obligation to remit annual AOB fees (whether the ten percent (10%) Revenue Delta amount or the AOB Minimum Fee) in each year of the term; (f) if you cease operations or enter bankruptcy proceedings during the term, a final fee equal to the greater of ten percent (10%) of the Revenue Delta for the most recent completed measurement year or a pro-rated portion of the AOB Minimum Fee will be computed and the agreement will terminate; and (g) upon completion of three (3) Qualifying Years, Qmirac will offer the customer the option to renew. If the customer declines or does not respond, the agreement terminates and the license is revoked.

4.4 Cooperation with Revenue Share Audits

For AOB Subscriptions, you agree to provide accurate and complete audited financial records reasonably required to compute Revenue Delta. In the event of a dispute or material inaccuracy in your reported financials, Qmirac may engage an independent Certified Public Accountant or forensic auditor to conduct a "Revenue Share Audit." You agree to cooperate in good faith with any such audit. Qmirac will bear the full cost of the auditor in cases of suspicion or dispute, except where the audit reveals a material misstatement, in which case you will reimburse Qmirac's reasonable audit costs in addition to any underpaid fees.

4.5 Failed Payments and Past Due Amounts

If a payment method fails or is declined, you will be granted a seven (7) day grace period during which Qmirac will automatically retry the charge and you may update your payment method via your qmirac.ai account. If valid payment is not collected within seven (7) days, your Subscription will be canceled and your BizGuru license revoked. For AOB Subscriptions, an unpaid invoice that remains outstanding beyond thirty (30) days from issuance will result in license revocation and the pursuit of legal action to recover the outstanding balance.

Past-due amounts will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus reasonable collection costs (including attorneys' fees).

4.6 No Refunds

Except as required by applicable law, all fees are non-refundable, including for partial billing periods, unused portions of your Subscription, or features you have not used. You may cancel your Subscription at any time from your qmirac.ai account settings; cancellation takes effect at the end of the current billing period (or, for AOB, in accordance with Section 4.3).

4.7 Chargebacks and Payment Disputes

If you initiate a chargeback or payment dispute through your card issuer or bank, Qmirac will provide Stripe with documentation supporting the validity of the charge, your BizGuru license may be suspended for the duration of the dispute and revoked if the chargeback is upheld, and you may be permanently barred from future Qmirac products and services. Stripe's chargeback fees may be passed through to you if the dispute is decided in Qmirac's favor.

4.8 PCI Compliance

All payment-card information is collected, transmitted, and stored exclusively by Stripe, a PCI DSS Level 1 certified service provider. Qmirac does not store, process, or transmit raw card data. The qmirac.ai integration with Stripe is implemented in accordance with applicable PCI DSS requirements for merchants using a PCI-compliant payment processor.

4.9 Price Changes

Qmirac will not change the contractual price of your Subscription during your current contracted term. For QS, the agreed price applies for the full quarter; for AS, the agreed price applies for the full twelve (12) month cycle; for AOB, the agreed revenue-share percentage applies for the full three (3) year term. Qmirac may modify pricing for new sign-ups and for existing customers at the time of renewal, with reasonable advance notice.

5. License Grant

Subject to your compliance with these Terms and payment of all applicable fees, Qmirac grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use BizGuru on devices you own or control, solely for your internal business purposes during the term of your active Subscription. This license terminates automatically when your Subscription ends or when these Terms are terminated for any reason.

6. Acceptable Use

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

• Copy, modify, distribute, sell, lease, sublicense, or otherwise transfer the Service or any part of it;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent that applicable law expressly permits such activity notwithstanding this prohibition;
• Circumvent, disable, or otherwise interfere with security, licensing, subscription, or authentication features of the Service;
• Use the Service or its outputs to develop, train, fine-tune, evaluate, or improve any artificial intelligence model, large language model, or competing product or service;
• Use automated means (bots, scrapers, scripts) to access or interact with the Service;
• Use the Service in any manner that violates applicable law, infringes any third-party rights, or could damage, disable, overburden, or impair the Service;
• Share account credentials or allow multiple users to access the Service under a single account except as expressly permitted by your plan;
• Provide materially false, incomplete, or misleading financial information in connection with an AOB Subscription; or
• Use the Service in connection with the development, design, manufacture, or production of nuclear, missile, chemical, or biological weapons, or in any other manner prohibited by export-control laws.

7. Intellectual Property

The Service, including all software, models, scoring methodologies (including the Q-Score and related metrics), interfaces, content, branding, trademarks, and documentation, is owned by Qmirac or its licensors and is protected by intellectual property laws. Except for the limited license granted in Section 5, no rights are granted to you under these Terms.

"Qmirac," "BizGuru," and associated logos are trademarks of Qmirac. You may not use these marks without our prior written permission.

If you submit feedback, suggestions, ideas, bug reports, or feature requests about the Service ("Feedback"), you grant Qmirac a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and incorporate the Feedback into any Qmirac product or service, without any obligation, attribution, or compensation to you.

8. Customer Data, Privacy, and Local-First Architecture

8.1 Ownership of Customer Data

You retain all rights, title, and interest in and to Customer Data. BizGuru is designed to keep Customer Data stored locally on your device — Qmirac does not collect, transmit, store, or have access to Customer Data in the ordinary course of operating the Service. You are solely responsible for Customer Data, including its accuracy, legality, and any backups. Qmirac does not provide cloud backup or recovery for Customer Data. If you delete data from the application or uninstall the application, that data may be irrecoverable.

8.2 Account and Operational Data

Notwithstanding Section 8.1, Qmirac collects and processes a limited set of account, billing, and operational data necessary to operate the Service, including account credentials, contact information, billing records, payment metadata processed by Stripe, audit logs, security events, and product telemetry that does not include Customer Data. Qmirac's collection and use of such data is governed by the Privacy Policy available at qmirac.ai.

8.3 Data Processing Addendum (DPA)

To the extent Qmirac processes personal data on your behalf in connection with the Service, the parties' respective rights and obligations are governed by Qmirac's Data Processing Addendum, available at qmirac.ai/dpa, which is incorporated by reference. Where applicable, the DPA includes standard contractual clauses for cross-border transfers under the EU GDPR, the UK GDPR, and the Swiss FADP.

8.4 Data Export and Portability

Because Customer Data resides locally on your device, you retain continuous access to and the ability to export Customer Data using the application's native data formats. Following termination of these Terms, you remain entitled to use the application solely to the extent necessary to access and export your locally stored data, subject to applicable license restrictions.

9. Confidentiality

Each party (the "Receiving Party") may receive non-public business, technical, or financial information of the other party (the "Disclosing Party") that is identified as confidential or that should reasonably be understood to be confidential ("Confidential Information"). Confidential Information includes, without limitation, the terms of any AOB agreement, Qmirac's pricing, methodology, and product roadmap, and Customer Data shared in support inquiries. The Receiving Party will (a) use Confidential Information solely for purposes of performing under these Terms, (b) protect it with the same degree of care it uses for its own information of like sensitivity (and no less than reasonable care), and (c) not disclose it to third parties except to representatives bound by comparable confidentiality obligations. Confidentiality obligations survive termination for three (3) years (or, for trade secrets, for so long as they remain trade secrets under applicable law).

10. Third-Party Components

BizGuru bundles or relies on third-party open-source components, including but not limited to local AI inference engines (e.g., Ollama), vector databases (e.g., ChromaDB), speech-to-text models (e.g., OpenAI Whisper running locally), and text-to-speech engines. Your use of such components is subject to their respective licenses, which are made available within the application or its documentation. Qmirac does not control and is not responsible for third-party components, services, or websites linked from the Service.

11. Beta & Preview Features

From time to time, we may make beta, preview, or experimental features available. Such features are provided "AS IS," may contain bugs or errors, may be modified or discontinued at any time without notice, are not subject to any service-level commitments, and are excluded from any express or implied warranties. Your use of beta or preview features is at your sole risk, and Qmirac's aggregate liability arising from such features is subject to (and counts against) the cap in Section 13.

12. AI Outputs & Disclaimer of Warranties

BizGuru generates insights, recommendations, forecasts, scores, and reports using artificial intelligence and statistical models. These outputs are provided for informational purposes only and do not constitute financial, legal, tax, accounting, investment, regulatory, or other professional advice. You are solely responsible for evaluating, validating, and exercising independent judgment before acting on any output. AI-generated content may be inaccurate, incomplete, biased, out of date, or otherwise unsuitable for your circumstances. Qmirac is not your accountant, attorney, financial advisor, broker, fiduciary, or other professional, and no fiduciary, advisory, or professional relationship is created by your use of the Service.

No Guarantee of Business Outcomes. Qmirac makes no representation, warranty, or guarantee that your use of the Service will produce any particular business result, including but not limited to revenue growth, profitability, cost savings, customer acquisition or retention, market share, valuation, fundraising success, regulatory approval, or operational performance. Any examples, projections, forecasts, benchmarks, case studies, or sample outputs are illustrative only and are not promises or guarantees of future results. Your business outcomes depend on many factors outside Qmirac's control, including market conditions, your strategy, execution, personnel, and decisions. You assume the entire risk of relying on any output of the Service.

To the maximum extent permitted by law, the Service is provided "AS IS" and "AS AVAILABLE," without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, accuracy, completeness, reliability, non-infringement, and quiet enjoyment. Qmirac does not warrant that the Service will be uninterrupted, error-free, secure, free of harmful components, or that any defects will be corrected, or that any output will meet your requirements or expectations.

13. Limitation of Liability

To the maximum extent permitted by law, in no event shall Qmirac, its affiliates, officers, directors, employees, contractors, licensors, suppliers, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of or damage to: profits, revenue, sales, income, anticipated savings, business, customers, contracts, opportunities, data, use, goodwill, reputation, market share, or for business interruption, diminution in value, regulatory fines or penalties, third-party claims, or the cost of procuring substitute goods, services, or technology — in each case arising out of or in connection with these Terms or your use of (or inability to use) the Service, regardless of the legal theory (contract, tort, negligence, strict liability, statute, or otherwise) and even if Qmirac has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.

Qmirac's total aggregate liability arising out of or relating to these Terms or the Service, regardless of the form of action, shall not exceed the greater of (a) the total fees paid by you to Qmirac in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (USD $100). Multiple claims do not enlarge this cap.

Time Limit for Claims. Any claim or cause of action arising out of or relating to these Terms or the Service must be filed within one (1) year after the cause of action arose; otherwise, such claim or cause of action is permanently barred.

The disclaimers, exclusions, and limitations in Sections 12 and 13 are fundamental elements of the bargain between you and Qmirac and apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain warranties, damages, or limitations on the time within which claims must be brought, so some of the above may not apply to you; in such jurisdictions, Qmirac's liability is limited to the smallest extent permitted by applicable law.

14. Your Responsibilities & Indemnification

You are solely responsible for your business operations and for any decisions or actions you take, whether or not informed by the Service or its outputs. Without limiting the foregoing, you are responsible for: (a) complying with all laws, regulations, licensing requirements, and industry standards applicable to your business and to your use of the Service (including data protection, consumer protection, securities, employment, tax, and export-control laws); (b) obtaining any consents, approvals, permits, or licenses required for your collection, use, and processing of data with the Service; (c) maintaining accurate accounting, tax, and recordkeeping practices; (d) maintaining your own backups, disaster recovery, and business-continuity procedures; and (e) ensuring that any individuals you authorize to use the Service comply with these Terms.

You agree to defend, indemnify, and hold harmless Qmirac and its affiliates, officers, directors, employees, contractors, licensors, and agents from and against any and all third-party claims, liabilities, damages, losses, judgments, settlements, fines, penalties, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) your use of or inability to use the Service; (b) your violation of these Terms; (c) your violation of any law or any third-party right, including intellectual property, publicity, or privacy rights; (d) any content, data, or input you provide to or process with the Service; (e) any business decisions you make in reliance on the Service or its outputs; (f) any dispute between you and a third party; or (g) any inaccurate, incomplete, or misleading financial information you provide in connection with an AOB Subscription. Qmirac may, at its option, assume exclusive control of the defense and settlement of any matter subject to indemnification, and you will cooperate with Qmirac's reasonable requests in connection with any such defense.

15. Force Majeure

Qmirac will not be liable for any failure or delay in performance of its obligations under these Terms to the extent caused by events or circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions or sanctions, labor disputes, internet or telecommunications failures, power outages, cyberattacks, denial-of-service attacks, or failures, outages, or interruptions of third-party services, infrastructure, hardware, networks, or suppliers.

16. Suspension and Termination

16.1 Suspension

Qmirac may suspend (rather than terminate) your access to the Service, with or without notice, if Qmirac reasonably believes (a) your account is the subject of a security incident or unauthorized access; (b) your use poses a risk to the Service or to other customers; (c) a payment is past due; or (d) suspension is required to comply with applicable law or a governmental request. Suspension is not a termination and does not relieve you of payment obligations.

16.2 Termination by You

You may terminate your account and these Terms at any time by cancelling your Subscription via your qmirac.ai account settings and discontinuing use of the Service. Cancellation takes effect at the end of the current billing period (or, for AOB, in accordance with Section 4.3 and the Pricing Policy).

16.3 Termination by Qmirac

Qmirac may terminate your access to the Service and these Terms, with or without notice, if (a) you materially breach these Terms and fail to cure the breach within ten (10) days after notice (or immediately, where the breach is incurable or repeated); (b) your payment is overdue beyond the grace period in Section 4.5; (c) Qmirac reasonably believes you have provided materially inaccurate financial information under an AOB Subscription; (d) you are subject to bankruptcy, insolvency, or similar proceedings; (e) continued provision is required to comply with applicable law or sanctions; or (f) Qmirac reasonably determines, in its sole discretion, that continuing to provide the Service to you would be commercially unreasonable. Upon termination, your license ends immediately, fees already paid are non-refundable (except as required by law), and any outstanding AOB obligations remain enforceable in accordance with the Pricing Policy and the executed AOB agreement.

16.4 Survival

Sections that by their nature should survive termination, including Sections 1 (Definitions), 4.4 (Audit cooperation), 4.5 (Past Due Amounts), 4.6 (No Refunds), 4.7 (Chargebacks), 7 (Intellectual Property), 8 (Customer Data, Privacy), 9 (Confidentiality), 12 (AI Outputs & Disclaimer), 13 (Limitation of Liability), 14 (Responsibilities & Indemnification), 16.4 (Survival), 17 (Governing Law), 18 (Dispute Resolution), 19 (Notices), and 20 (Miscellaneous), survive termination.

17. Governing Law

These Terms are governed by and construed in accordance with the laws of [TBD], without regard to its conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to Section 18 (Dispute Resolution), any judicial action permitted under Section 18 will be brought exclusively in the state or federal courts located in [TBD], and you consent to the personal jurisdiction of, and venue in, those courts.

18. Dispute Resolution; Binding Arbitration; Class Action Waiver

Please read this Section carefully. It affects your legal rights, including your right to a jury trial and to participate in a class action.

18.1 Informal Resolution

Before initiating arbitration, you and Qmirac agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") informally for at least sixty (60) days. The party initiating must send a written notice of dispute to the other party (to contact@qmirac.ai for Qmirac, or to the email on file for you) describing the nature and basis of the claim and the relief sought. The parties will negotiate in good faith during this period.

18.2 Binding Arbitration

If the Dispute is not resolved within the informal resolution period, you and Qmirac agree that the Dispute will be resolved by final and binding arbitration administered by JAMS pursuant to the JAMS Comprehensive Arbitration Rules and Procedures (or, for claims under USD $250,000, the JAMS Streamlined Arbitration Rules), as applicable. The arbitration will be conducted by a single arbitrator. The seat and place of arbitration will be [TBD], and the arbitration may be conducted by videoconference at the option of the party initiating. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

18.3 Class Action Waiver

YOU AND QMIRAC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party's claims and may not preside over any form of class or representative proceeding. If this class action waiver is found to be unenforceable as to a particular claim or remedy, that claim or remedy (and only that claim or remedy) will be severed from arbitration and brought in court, while all other claims will proceed in arbitration.

18.4 Exceptions

Notwithstanding Section 18.2, either party may (a) bring an individual action in small-claims court for disputes within that court's jurisdiction; (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or restrain actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or breach of confidentiality obligations; or (c) bring an action to collect undisputed past-due fees.

18.5 Costs and Fees

Each party will bear its own attorneys' fees and costs in arbitration, except where the arbitrator determines that a claim was frivolous or brought for an improper purpose, in which case the arbitrator may award fees and costs as permitted by law. JAMS fees will be allocated in accordance with the applicable JAMS rules.

18.6 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to contact@qmirac.ai within thirty (30) days of first accepting these Terms. The notice must include your name, email associated with your account, and a clear statement that you wish to opt out of arbitration. Opting out does not affect any other provision of these Terms.

18.7 Time Limit

Consistent with Section 13, any Dispute must be initiated within one (1) year of the cause of action arising; otherwise the Dispute is permanently barred.

19. Notices

Notices to you may be given by email to the address on your account, by posting in the Service, or by other commercially reasonable means. Notices to Qmirac must be sent to contact@qmirac.ai with a copy by certified or overnight mail to Qmirac's registered address: [TBD]. Notices are effective upon delivery. For California residents, complaints may also be directed to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in accordance with California Civil Code Section 1789.3.

20. Miscellaneous

20.1 Entire Agreement; Order of Precedence

These Terms, the Pricing Policy, the Privacy Policy, the DPA (if applicable), and any executed AOB agreement constitute the entire agreement between you and Qmirac regarding the Service and supersede all prior or contemporaneous agreements, proposals, communications, or understandings. In the event of a conflict, the order of precedence is: (1) any executed AOB agreement, (2) the Pricing Policy, (3) these Terms, (4) the Privacy Policy and DPA. Any pre-printed terms on a purchase order or similar document are rejected and have no effect.

20.2 Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service before the changes take effect. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of them. If you do not agree to the updated Terms, your sole remedy is to stop using the Service and cancel your Subscription in accordance with Section 16.2.

20.3 Severability

If any provision is held to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

20.4 No Waiver

Our failure to enforce any right or provision is not a waiver of that right or provision.

20.5 Assignment

You may not assign or transfer these Terms or any rights under them, by operation of law or otherwise, without our prior written consent (and any attempted assignment without consent is void); we may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of assets.

20.6 Relationship of the Parties; No Third-Party Beneficiaries

Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship between you and Qmirac. There are no third-party beneficiaries to these Terms.

20.7 Government End Users

BizGuru is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. U.S. Government end users acquire BizGuru with only those rights set forth in these Terms.

20.8 DMCA / Copyright Complaints

Qmirac respects the intellectual property rights of others. If you believe content available through the Service infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act (DMCA) to Qmirac's designated agent at contact@qmirac.ai. Notices must include the elements required by 17 U.S.C. § 512(c)(3). Qmirac's designated DMCA agent and registered address: [TBD].

20.9 Electronic Signatures and Communications

You agree that these Terms, the Pricing Policy, and any AOB agreement may be executed and delivered electronically, including by clickthrough acceptance and e-signature on qmirac.ai, and that electronic signatures and records have the same legal effect as handwritten signatures and paper records. You further consent to receive notices, disclosures, and other communications from Qmirac in electronic form.

20.10 Headings; Interpretation

Section headings are for convenience only and do not affect interpretation. The words "include," "including," and "such as" are deemed to be followed by "without limitation."

20.11 California Residents

In accordance with California Civil Code Section 1789.3, California residents are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

21. Contact

Questions about these Terms? Contact us at contact@qmirac.ai.