Terms of Service and Code of Conduct for Quantum DSP Solutions LLC

1Business-to-Business Service

Quantum provides a business-to-business software-as-a-service platform for delivery service providers, logistics companies, fleet operators, dispatch teams, warehouse teams, administrators, drivers, contractors, and related business users.

The Services are not intended for general consumer use.

Quantum is not an employer, staffing agency, delivery service provider, fleet operator, payroll provider, legal advisor, tax advisor, employment advisor, or human resources decisionmaker.

Customers are solely responsible for their own business operations, workforce management, employment decisions, contractor decisions, disciplinary decisions, compensation decisions, scheduling decisions, legal compliance, and operational decisions.

2Customer and User Roles

For purposes of these Terms:

Customer means the company or organization that subscribes to, pays for, configures, controls, or authorizes use of the Services.

User means any individual authorized by a Customer or by Quantum to access the Services, including administrators, dispatchers, managers, drivers, warehouse staff, contractors, support users, and other personnel.

Customer Data means all data, files, photos, videos, reports, schedules, routes, scorecards, user records, operational records, and other information submitted, uploaded, generated, stored, or processed through the Services by or on behalf of a Customer.

Customers are responsible for all activity that occurs under their accounts, tenants, administrators, users, integrations, and credentials.

3Account Registration and Access

To use the Services, Users may be required to create an account or be invited by a Customer.

Customers and Users agree to:

• Provide accurate and current account information
• Maintain the confidentiality of login credentials
• Use only their own authorized account
• Immediately notify Quantum of suspected unauthorized access
• Ensure that only authorized personnel access the Services
• Remove or deactivate Users who no longer require access
• Assign roles and permissions appropriately
• Use multi-factor authentication where required or available

Quantum may suspend, restrict, or terminate access if we believe that an account is compromised, misused, inactive, unauthorized, non-compliant, or poses a security risk.

4License to Use the Services

Subject to these Terms, Quantum grants the Customer and its authorized Users a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for the Customer’s internal business operations.

This license does not transfer ownership of the Services, software, source code, platform architecture, documentation, trademarks, designs, workflows, databases, models, APIs, algorithms, or other intellectual property owned or controlled by Quantum.

All rights not expressly granted are reserved by Quantum.

5Restrictions on Use

Customers and Users must not:

• Copy, modify, reverse engineer, decompile, disassemble, or attempt to derive source code from the Services
• Access the Services to build a competing product or service
• Sell, resell, sublicense, rent, lease, or commercially exploit the Services without written authorization
• Share accounts or credentials
• Circumvent authentication, authorization, tenant isolation, or role-based access controls
• Access another Customer’s data
• Upload malicious code, malware, executable files, spyware, ransomware, or harmful content
• Use the Services for unlawful surveillance
• Use the Services to violate labor, employment, privacy, biometric, consumer protection, data protection, monitoring, transportation, tax, or safety laws
• Scrape, export, download, or copy data without authorization
• Interfere with system performance, availability, security, or integrity
• Attempt unauthorized penetration testing, scanning, probing, or vulnerability testing without written authorization
• Use the Services for spam, phishing, fraud, harassment, threats, discrimination, retaliation, or abusive conduct
• Upload data that the Customer or User does not have the legal right to process
• Use the Services in a manner that could expose Quantum to legal, regulatory, reputational, security, or operational risk

Quantum may investigate suspected violations and may suspend or terminate access without prior notice if necessary to protect Quantum, Customers, Users, systems, data, or third parties.

6Customer Responsibilities

Customers are solely responsible for:

• Determining whether the Services are appropriate for their business operations
• Providing legally required notices to employees, contractors, drivers, dispatchers, managers, and other Users
• Obtaining legally required consents
• Complying with employment, labor, contractor, monitoring, privacy, biometric, location tracking, data protection, consumer protection, transportation, and recordkeeping laws
• Ensuring that Users are authorized to access the Services
• Maintaining accurate User information
• Assigning appropriate roles and permissions
• Reviewing dashboards, reports, scorecards, AI outputs, and operational recommendations before taking action
• Deciding how Customer Data is used in business operations
• Ensuring that uploaded photos, videos, files, and reports are lawful, necessary, accurate, and authorized
• Responding to privacy rights requests when the Customer controls the relevant data
• Maintaining internal policies governing use of the Services
• Ensuring that use of the Services does not violate any contract with third parties

Quantum is not responsible for a Customer’s misuse of the Services, unlawful configuration of the Services, failure to notify Users, failure to obtain consent, inaccurate data entry, improper permissions, employment decisions, contractor decisions, or operational decisions.

7Workforce, Employment, and Contractor Disclaimer

Quantum does not employ, hire, fire, supervise, discipline, compensate, schedule, classify, evaluate, or manage any Customer workforce member.

The Services may provide operational tools, reports, dashboards, schedules, scorecards, media records, and AI-assisted outputs. These tools are provided for informational and operational support only.

Customers remain solely responsible for:

• Hiring decisions
• Termination decisions
• Discipline
• Compensation
• Scheduling
• Contractor classification
• Employee classification
• Performance evaluation
• Workplace monitoring
• Safety procedures
• Compliance with employment and labor laws
• Human review of operational data before taking action

Quantum shall not be liable for any employment, contractor, disciplinary, compensation, scheduling, termination, or workplace decision made by a Customer.

8Customer Data

As between Quantum and the Customer, the Customer retains ownership of Customer Data.

The Customer grants Quantum a limited right to host, store, process, transmit, display, analyze, secure, back up, and use Customer Data as necessary to:

• Provide the Services
• Maintain platform security
• Support Customer accounts
• Troubleshoot issues
• Improve service reliability
• Generate reports and dashboards
• Enable configured features
• Comply with legal obligations
• Enforce agreements
• Protect Quantum, Customers, Users, and third parties

Customers represent and warrant that they have all rights, permissions, notices, and consents required to upload, process, store, and use Customer Data through the Services.

Quantum may remove or restrict Customer Data if we reasonably believe it violates these Terms, applicable law, third-party rights, security requirements, or platform integrity.

9Uploaded Photos, Videos, and Files

The Services may allow Users to upload photos, videos, spreadsheets, PDFs, reports, and other files.

Customers and Users are solely responsible for ensuring that uploaded files are:

• Lawful
• Accurate
• Necessary
• Authorized
• Appropriate for the intended business purpose
• Free from malware, executable code, or harmful content
• Not excessive or unrelated to business operations
• Not in violation of privacy, employment, monitoring, biometric, data protection, or third-party rights

Uploaded media may include personal information, faces, license plates, addresses, homes, vehicles, packages, uniforms, or other identifiable details. Customers must ensure that such uploads comply with applicable laws and internal policies.

Quantum may scan, restrict, remove, quarantine, reject, or delete files that present a security, legal, operational, or compliance risk.

10Artificial Intelligence and Automation

Quantum may provide AI-assisted, machine learning, automation, or data extraction features.

AI-assisted features may support:

• File processing
• Report summarization
• Photo or video review
• Scorecard processing
• Pattern detection
• Workflow automation
• Operational insights
• Data extraction
• Dashboard assistance

AI outputs may be inaccurate, incomplete, delayed, biased, or unsuitable for certain decisions.

Customers and Users must independently review AI-assisted outputs before relying on them.

Customers must not use AI-assisted outputs as the sole basis for employment, disciplinary, compensation, termination, legal, safety, or similarly significant decisions without appropriate human review.

Unless expressly agreed in writing, Quantum does not use Customer Data to train public AI models.

Quantum may use third-party AI service providers when necessary to provide enabled features, subject to contractual and technical safeguards.

Customers are responsible for determining whether their use of AI-assisted features requires notice, consent, assessment, human review, opt-out rights, or other legal compliance measures.

11Privacy

Use of the Services is also governed by Quantum’s Privacy Policy.

Customers and Users agree that they have reviewed the Privacy Policy and understand how Quantum may collect, use, disclose, store, and protect personal information.

Customers are responsible for providing their own privacy notices, employee notices, contractor notices, monitoring notices, location tracking notices, biometric notices, and AI notices where required by applicable law.

If there is a conflict between these Terms and Quantum’s Privacy Policy, these Terms control with respect to contractual rights and obligations, and the Privacy Policy controls with respect to privacy disclosures.

12Security

Quantum implements reasonable administrative, technical, and organizational safeguards designed to protect the Services.

However, no system is completely secure. Quantum does not guarantee that unauthorized access, cyberattacks, service interruptions, data loss, or security incidents will never occur.

Customers and Users are responsible for:

• Protecting account credentials
• Using strong passwords
• Enabling multi-factor authentication where required or available
• Maintaining secure devices
• Limiting user permissions
• Promptly removing inactive users
• Reporting suspected unauthorized access
• Avoiding upload of malware or unauthorized files
• Maintaining their own internal security practices

Quantum may suspend or restrict access to protect the Services, Customer Data, Users, Quantum systems, or third parties.

13Service Availability and Changes

Quantum may modify, update, suspend, discontinue, replace, or remove any part of the Services at any time.

Quantum may perform maintenance, updates, security patches, emergency fixes, migrations, or infrastructure changes with or without prior notice.

Quantum does not guarantee uninterrupted, error-free, or always-available Services.

The Services may be unavailable due to:

• Maintenance
• Internet failures
• Cloud provider outages
• Third-party service failures
• Cybersecurity events
• Customer configuration errors
• Force majeure events
• Legal or regulatory requirements
• Emergency security measures

Quantum is not liable for service interruptions, delays, data transmission failures, third-party outages, or loss caused by factors outside Quantum’s reasonable control.

14Beta, Trial, or Experimental Features

Quantum may offer beta, pilot, trial, experimental, preview, or early-access features.

Such features are provided "as is," may be modified or discontinued at any time, may contain errors, and may not be suitable for production use.

Quantum makes no commitment to release beta or experimental features as generally available services.

Customers use beta or trial features at their own risk.

15Third-Party Services and Integrations

The Services may integrate with or rely on third-party services, including hosting providers, cloud providers, payment processors, email providers, SMS providers, AI providers, analytics providers, storage providers, logistics systems, and other tools.

Quantum is not responsible for third-party services that it does not control.

Customers are responsible for reviewing and complying with third-party terms, privacy policies, fees, and restrictions.

Quantum is not liable for outages, errors, data loss, security incidents, policy changes, or discontinued services caused by third-party providers.

16Fees, Billing, and Payment

If the Customer subscribes to paid Services, the Customer agrees to pay all applicable fees according to the applicable order form, subscription agreement, invoice, payment page, or written agreement.

Unless otherwise stated in writing:

• Fees are non-refundable
• Fees are exclusive of taxes
• Payment is due according to the invoice or subscription terms
• Late payments may result in suspension or termination
• Quantum may charge interest, collection costs, or recovery costs where permitted by law
• Customer is responsible for taxes, duties, levies, and similar charges
• Subscription fees may change upon renewal or notice
• Failure to pay may result in data access restrictions

Quantum may suspend access for unpaid invoices, payment disputes, chargebacks, suspected fraud, or breach of payment obligations.

17Intellectual Property

Quantum and its licensors retain all rights, title, and interest in and to the Services, including:

• Software
• Source code
• Object code
• Platform architecture
• APIs
• Designs
• Interfaces
• Workflows
• Algorithms
• Databases
• Documentation
• Trademarks
• Logos
• Trade names
• Business processes
• AI configurations
• Security architecture
• Improvements
• Derivative works
• Feedback-based enhancements

Customers and Users must not copy, reproduce, distribute, reverse engineer, modify, or create derivative works from the Services except as expressly authorized in writing by Quantum.

18Feedback

If Customers or Users provide suggestions, ideas, enhancement requests, bug reports, recommendations, comments, or other feedback, Quantum may use such feedback without restriction, compensation, attribution, or obligation.

All feedback may be used by Quantum to improve, modify, commercialize, or develop products and services.

19Confidentiality

Customers and Users may receive access to non-public information about Quantum, including platform functionality, pricing, security practices, product plans, documentation, technical information, business processes, and other confidential information.

Customers and Users must protect Quantum confidential information and may not disclose it to third parties without Quantum’s prior written consent.

This obligation does not apply to information that is publicly available through no fault of the Customer or User.

20Code of Conduct

Customers and Users must use the Services professionally, lawfully, and responsibly.

Users must not use the Services to:

• Harass, threaten, abuse, intimidate, or discriminate against others
• Upload offensive, unlawful, defamatory, obscene, violent, discriminatory, or inappropriate content
• Retaliate against employees, contractors, drivers, dispatchers, managers, or other Users
• Falsify reports, schedules, scorecards, assignments, media, or operational records
• Misrepresent identity, role, authority, or employment status
• Interfere with another User’s access
• Access data without authorization
• Capture, upload, or share photos or videos for improper purposes
• Use operational tools for personal disputes or unauthorized monitoring
• Abuse support channels
• Attempt to manipulate, disrupt, overload, or exploit the Services
• Violate safety rules, employment laws, privacy laws, or Customer policies
• Use the Services in a way that harms Quantum, Customers, Users, or third parties

Quantum may remove content, restrict access, suspend accounts, terminate access, notify the Customer, preserve evidence, or cooperate with authorities if misconduct is suspected.

21Acceptable Use Policy

Customers and Users must not use the Services for:

• Illegal activity
• Fraud
• Identity theft
• Unauthorized surveillance
• Harassment
• Discrimination
• Retaliation
• Malware distribution
• Phishing
• Spam
• Credential theft
• Data scraping
• Unauthorized data extraction
• Circumvention of security controls
• Unauthorized testing or scanning
• Infringement of intellectual property
• Uploading unlawful or unauthorized personal information
• Uploading protected health information unless expressly authorized in writing
• Uploading biometric data unless expressly authorized in writing
• Uploading payment card data unless expressly authorized in writing
• Storing highly sensitive information outside approved workflows

Quantum reserves the right to determine, in its reasonable discretion, whether conduct violates this Acceptable Use Policy.

22Compliance with Laws

Customers and Users are responsible for complying with all applicable laws and regulations, including laws related to:

• Privacy
• Data protection
• Cybersecurity
• Employment
• Labor
• Contractor classification
• Workplace monitoring
• Location tracking
• Biometric information
• Consumer protection
• Transportation
• Safety
• Wage and hour
• Recordkeeping
• Artificial intelligence
• Automated decisionmaking
• Tax
• Intellectual property
• Confidentiality
• Electronic communications

Quantum is not responsible for a Customer’s failure to comply with laws that apply to the Customer’s business operations, workforce, policies, notices, consents, or use of the Services.

23Suspension and Termination

Quantum may suspend, restrict, or terminate access to the Services at any time if:

• A Customer or User violates these Terms
• Payment is overdue
• Access creates a security risk
• Use creates legal or regulatory risk
• Customer Data creates operational or security risk
• An account appears compromised
• A User is no longer authorized
• A Customer requests deactivation
• Quantum is required to do so by law
• A third-party provider restricts service
• Continued access may harm Quantum, Customers, Users, or third parties

Upon termination, Customer access may be disabled. Quantum may retain, delete, export, or return Customer Data according to the applicable agreement, retention practices, legal obligations, and technical limitations.

Quantum is not liable for losses resulting from suspension or termination made in good faith to protect security, compliance, legal interests, platform integrity, or payment rights.

24Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUANTUM DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, AND ERROR-FREE OPERATION.

QUANTUM DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED
• THE SERVICES WILL BE ERROR-FREE
• THE SERVICES WILL MEET CUSTOMER REQUIREMENTS
• ALL DEFECTS WILL BE CORRECTED
• DATA WILL NEVER BE LOST
• SECURITY INCIDENTS WILL NEVER OCCUR
• AI OUTPUTS WILL BE ACCURATE
• REPORTS OR SCORECARDS WILL BE COMPLETE OR ERROR-FREE
• THIRD-PARTY SERVICES WILL REMAIN AVAILABLE
• THE SERVICES WILL ENSURE LEGAL COMPLIANCE FOR CUSTOMER OPERATIONS

CUSTOMERS USE THE SERVICES AT THEIR OWN RISK.

25Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUANTUM SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, EMPLOYMENT CLAIMS, CONTRACTOR CLAIMS, OPERATIONAL LOSSES, OR THIRD-PARTY CLAIMS, EVEN IF QUANTUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUANTUM’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO QUANTUM FOR THE SERVICES DURING THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100), WHICHEVER IS GREATER.

Some jurisdictions do not allow certain limitations of liability. In such cases, liability will be limited to the maximum extent permitted by law.

26Indemnification

Customer agrees to defend, indemnify, and hold harmless Quantum, its owners, officers, directors, employees, contractors, agents, affiliates, licensors, vendors, and service providers from and against any claims, damages, liabilities, losses, costs, penalties, fines, expenses, and fees, including reasonable attorneys’ fees, arising out of or related to:

• Customer’s use of the Services
• Customer Data
• Customer’s business operations
• Customer’s employment or contractor decisions
• Customer’s failure to provide notices or obtain consents
• Customer’s violation of privacy, employment, labor, monitoring, biometric, location tracking, AI, consumer protection, or data protection laws
• Customer’s violation of these Terms
• User misconduct
• Unauthorized access caused by Customer or User actions
• Uploaded files, photos, videos, or reports
• Claims by employees, contractors, drivers, dispatchers, managers, or third parties
• Customer’s integrations with third-party systems
• Customer’s reliance on AI-assisted outputs, dashboards, reports, scorecards, or operational data

Quantum reserves the right to control the defense of any matter subject to indemnification, and Customer agrees to cooperate with Quantum.

27Dispute Resolution

Before filing a legal claim, the parties agree to attempt to resolve disputes informally by providing written notice and allowing at least thirty (30) days for good-faith resolution.

Unless otherwise required by law or agreed in writing, these Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles.

Subject to any arbitration provision or signed agreement between the parties, any legal action arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and the parties consent to personal jurisdiction and venue in those courts.

28Arbitration and Class Action Waiver

To the extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding individual arbitration rather than in court, except that either party may seek injunctive or equitable relief in court for intellectual property misuse, unauthorized access, confidentiality violations, security threats, or misuse of the Services.

The parties waive the right to participate in a class action, class arbitration, collective action, private attorney general action, or representative proceeding to the maximum extent permitted by law.

Arbitration shall take place in Miami-Dade County, Florida, unless the parties agree otherwise.

This section does not limit Quantum’s right to suspend or terminate access, collect unpaid fees, protect intellectual property, or seek emergency injunctive relief.

29Force Majeure

Quantum shall not be liable for delay, failure, interruption, or loss caused by events beyond its reasonable control, including natural disasters, acts of God, pandemics, labor disputes, internet failures, power outages, cloud provider outages, cyberattacks, terrorism, war, civil unrest, government actions, regulatory changes, third-party service failures, or infrastructure failures.

30Changes to the Services or Terms

Quantum may update these Terms from time to time.

If changes are material, Quantum may provide notice by email, through the Services, or by other reasonable means.

Continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms.

If you do not agree to the updated Terms, you must stop using the Services.

31Assignment

Customers and Users may not assign or transfer these Terms or any rights under these Terms without Quantum’s prior written consent.

Quantum may assign or transfer these Terms in connection with a merger, acquisition, reorganization, financing, sale of assets, change of control, or by operation of law.

32Severability

If any provision of these Terms is found unenforceable, invalid, or unlawful, the remaining provisions will remain in full force and effect.

The unenforceable provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not permitted.

33No Waiver

Quantum’s failure to enforce any provision of these Terms does not waive the right to enforce that provision later.

Any waiver must be in writing and signed by Quantum.

34Entire Agreement

These Terms, together with any applicable order form, subscription agreement, data processing agreement, privacy policy, acceptable use policy, or written agreement, constitute the entire agreement between Quantum and the Customer regarding use of the Services.

If there is a conflict between these Terms and a signed written agreement between Quantum and a Customer, the signed written agreement controls to the extent of the conflict.

35Contact

For questions about these Terms, contact: Quantum DSP Solutions LLC Principal Office: Florida, United States Mailing Address: itmanager@merllcdsp.com