Minimum Viable Product Governing Terms

1.    Product License.

1. During the term of the Order ("MVP Term"), Quant grants to Customer a non-exclusive, non-assignable, revocable, non-transferrable, non-sublicensable and limited right to use the Services in a development environment solely for Customer's evaluation purposes and subject to the terms of the Agreement.
2. Customer will not and will not permit anyone else to: (i) sell, sublicense, distribute or rent the Services (in whole or part), grant non-users access to the Services or use the Services to provide a hosted or managed service to others; (ii) reverse engineer, decompile or seek to access the source code of the Services; (iii) copy, modify, create derivative works of or remove proprietary notices from the Services; (iv) conduct security or vulnerability tests of the Services, interfere with its operation or circumvent its access restrictions; or (v) use the Services to develop a product that competes with the Services.
3. Quant retains the right to suspend Customer's access to and use of the Services where Customer is, or Quant reasonably suspects that Customer may be: (i) in breach of the terms of the Agreement; and/or (ii) in violation of applicable law or where use of the Services risks causing harm to the Services or to others.
4. Customer may permit Users to use the Services as part of the evaluation and will ensure Users' compliance with the terms of the Agreement.
5. The Services may include third-party open-source software (details shall be in the Order or provided on request). Except for Quant's express rights in the Agreement, Customer retains all intellectual property and other rights in Customer Data. Quant and its licensors retain all intellectual property and other rights in the Services and if applicable and unless otherwise explicitly stated in an Order, related Quant technology, deliverables and documentation.

2.    Term and Termination.

1. Unless otherwise specified in an Order, the term shall be 1 year from the effective date of the Order.
2. During or at the end of the MVP Term, Customer will notify Quant that it: (i) wishes to continue with the Services into production or procure additional services from Quant, and the parties shall negotiate and execute and agree a new order form for this, or (ii) declines to proceed any further in procuring any services from Quant, at which point the Order shall automatically terminate.
3. The parties may provide written notice to the other at any time during the MVP Term to terminate the Order. Customer will remain liable for any fees due to Quant under the Order in addition to Quant's reasonable expenses for services rendered where Customer terminates the Order early. Upon expiry or termination of the Order, Customer's right to access and use the Services shall immediately cease.

3.    Confidentiality and Data.

1. As recipient, each party will: (i) use Confidential Information only to fulfill its obligations and exercise its rights under the Agreement; (ii) not disclose Confidential Information to third parties without the discloser's prior approval (except Representatives that have a legitimate need to know and that are bound by similar confidentiality obligations); and (iii) protect Confidential Information using the same precautions it uses for its own similar information (no less than reasonable care).
2. The obligations above do not apply to information that the recipient can show: (i) is or becomes public knowledge through no fault of the recipient; (ii) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser; (iii) it was rightfully received from a third party without confidentiality restrictions; or (iv) it independently developed without using any Confidential Information.
3. The recipient may disclose Confidential Information (including Customer Data) to the extent required by law. If permitted by law, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate to obtain confidential treatment for the Confidential Information.
4. Subject to the Agreement, Quant will access and use Customer Data solely to provide the Services ("Use of Customer Data"). Use of Customer data may include sharing Customer data as Customer directs through the Services, but Quant will not otherwise disclose Customer Data to third parties except as may be permitted in the Order. Quant will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data. Quant may collect Usage Data and use it to operate, improve and support the Services and for other lawful business purposes.
5. Upon expiry or termination of an Order, each party will delete any Confidential Information of the other in its possession or control, save that the recipient may retain Customer Data or Confidential Information in accordance with its standard backup or record retention policies or as required by law provided that the obligations herein continue to apply for such information.
6. Breach of this Clause 3 may cause substantial harm for which monetary damages are an insufficient remedy. Upon a breach of this Clause 3, the discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies.

4.    Fees.

1. Customer will pay the fees specified in the Order. Unless the Order states otherwise: (i) all amounts are due within 30 days after the invoice date; and (ii) all fees and expenses are non-refundable. Customer is responsible for sales, use, GST, value-added, withholding or similar taxes or levies that apply, whether domestic or foreign ("Taxes"), other than Quant's income tax. Fees and expenses are exclusive of Taxes.

5.    General.

1. If any provision of the Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of Agreement remains in effect. The Agreement is the parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter.
2. Unless otherwise specified in the Order, Quant offers no warranty, indemnity, SLA or support to Customer. Except where liability cannot be excluded under applicable law, neither party shall be liable to the other for lost profits, indirect, incidental, special or consequential damages in connection with this Order and each party's total cumulative liability arising out of or in connection with the Agreement shall not exceed the amounts paid by Customer under the Order.
3. The Agreement shall be governed by the laws of the state of New York, USA and shall be subject to the exclusive jurisdiction of the federal and state Courts located at New York, USA.
4. Any notices given under the Agreement shall be given to a party by post and/or by email to the addresses specified in the Order.

6.    Definitions.