1. Agreement and Acceptance
1.1 Parties and agreement
These Terms of Service (the “Terms”) are a legal agreement between QLUE Forensic Systems Inc. (“QFS”, “we”, “us”, or “our”), a Canadian company, and the person or organization identified in the Account (“Customer”, “you”, or “your”). These Terms govern Customer’s access to and use of QLUE Express, including the public Website, registration and authentication services, the online dashboard, subscriptions, Documentation, QLUE Analytics, Third Party Data, Outputs, and related support and services.
1.2 Components of the Agreement
The complete agreement between QFS and Customer (the “Agreement”) consists of: (a) these Terms; (b) the Account and the Plan, blockchain, add-on, billing, and other selections recorded in the Account; (c) the QLUE Express Privacy Policy; and (d) any additional terms, data-processing terms, feature terms, promotional terms, or other conditions expressly presented to and accepted by Customer or signed by the Parties (collectively, “Additional Terms”).
If there is a conflict, the following order of precedence applies: (1) a signed agreement or Additional Terms that expressly state that they override these Terms; (2) the Account; (3) these Terms; and (4) the Documentation or Website descriptions. The Privacy Policy governs QFS’s handling of Personal Information but does not expand Customer’s commercial rights in the Service.
Schedule A — Artificial Intelligence and Automated Features forms part of these Terms and the Agreement. If there is a conflict between Schedule A and another provision of these Terms, Schedule A governs solely with respect to an AI Feature, except that a signed agreement or Additional Terms that expressly state that they override Schedule A will govern to the extent of that express override.
1.3 Acceptance
Customer accepts and agrees to the Agreement by clicking an acceptance button or checkbox, creating or activating an Account, purchasing or renewing a Subscription, accessing the dashboard, or otherwise using the Service. Each time Customer uses the Service, Customer confirms that the Agreement remains binding.
1.4 Organizations and authority
If an individual accepts the Agreement or uses the Service for an employer, agency, law firm, business, government body, or other organization, the individual represents and warrants that the individual has authority to bind that organization. In that case, the organization is the Customer and the individual is an Authorized User. If the individual lacks that authority, the individual must not accept the Agreement or use the Service on the organization’s behalf.
1.5 Electronic contracting and communications
Customer agrees to contract electronically and to receive the Agreement, notices, invoices, receipts, security messages, and other communications electronically. Electronic acceptance has the same effect as a handwritten signature. Customer is responsible for retaining a copy of the Agreement and maintaining a current email address in the Account.
1.6 No acceptance
If Customer or an Authorized User does not accept the Agreement, that person may not register for, access, purchase, or use QLUE Express.
2. Definitions and Interpretation
Capitalized terms have the meanings stated below or elsewhere in the Agreement.
“Account” means the online account created through the QLUE Express registration process, including Customer’s identity, Plan, blockchain, add-on, storage, billing-cycle, payment, and other selections and the confirmations recorded by QFS.
“Additional Services” means support, training, implementation, knowledge resources, or other services that QFS expressly offers in connection with QLUE Express.
“Authorized User” means the individual natural person authorized to access and use the Service through the Account. Unless the applicable Plan expressly states otherwise, each Account permits only one Authorized User.
“Credentials” means usernames, passwords, authentication factors, access tokens, recovery information, or other credentials used to access the Service.
“Customer Content” means information, files, notes, labels, case materials, watchlists, saved graphs, monitoring instructions, supporting documents, or other content that Customer or an Authorized User submits, uploads, saves, annotates, organizes, or otherwise places in the Service. Customer Content does not include QLUE Analytics, Third Party Data, or QFS Materials, even when those materials appear in an Output.
“Documentation” means the user guides, Knowledge Hub materials, technical instructions, in-product guidance, and other documentation QFS makes available for QLUE Express.
“Fees” means the subscription, add-on, storage, training, support, or other charges payable by Customer under the Agreement, excluding Taxes.
“Output” means a graph, visualization, screenshot, report, PDF, image, export, result, alert, or other output generated through or exported from QLUE Express.
“Permitted Purpose” means a lawful cryptocurrency investigation, blockchain tracing, fraud or asset-recovery inquiry, compliance or risk review, legal or regulatory matter, research, professional advisory engagement, government or law-enforcement activity, or other legitimate business or professional purpose consistent with the Service, the Documentation, and applicable law.
“Personal Information” means information about an identifiable individual, including personal data or personal information as defined by applicable privacy law.
“Plan” means the free or paid QLUE Express service tier selected in the Account, together with the selected blockchains, add-ons, storage, limits, and billing cycle.
“Privacy Policy” means the QLUE Express Privacy Policy published by QFS and incorporated into the Agreement by reference.
“QLUE Analytics” means information, scores, flags, attributions, relationships, classifications, indicators, or other analytics created by or for QFS from Third Party Data, proprietary methods, algorithms, heuristics, research, and other sources.
“QLUE Express” means the self-service, online edition of the QLUE blockchain investigation and analytics platform made available by QFS through the Website and related registration, authentication, dashboard, and service domains.
“QLUE Systems” means the software, infrastructure, databases, models, algorithms, interfaces, networks, security controls, and other technologies used by or for QFS to provide the Service.
“Query” means a search term, cryptocurrency address, wallet identifier, transaction hash, block identifier, or similar input submitted to QLUE Express to obtain a result.
“Restricted Jurisdiction” means a country, region, or territory in which QFS prohibits or restricts access because of Sanctions Laws, export controls, trade restrictions, legal risk, service-provider restrictions, or QFS policy.
“Restricted Party” means an individual, organization, entity, vessel, government, or other person that is sanctioned, designated, blocked, denied, restricted, or otherwise prohibited under applicable Sanctions Laws, including a person owned or controlled by such a person to the extent applicable law treats that ownership or control as restricted.
“Sanctions Laws” means economic sanctions, trade restrictions, export controls, anti-boycott rules, and related laws or regulations administered or enforced by Canada, the United Nations, the United States, the United Kingdom, the European Union, or another authority having jurisdiction over QFS, Customer, an Authorized User, or the relevant transaction or activity.
“Service” means the Website, QLUE Express, Documentation, Additional Services, QLUE Analytics, Third Party Data, and related features and services made available by QFS under the Agreement.
“Shared Contribution” means an attribution submission, Community Note, correction, comment, supporting material, or other content that Customer submits through a feature intended to share, contribute, validate, or improve intelligence beyond Customer’s private case workspace.
“Subscription” means Customer’s right, during the applicable billing or access period, to use the features and entitlements of the selected Plan in accordance with the Agreement.
“Taxes” means applicable sales, use, value-added, goods and services, harmonized sales, withholding, excise, import, digital-services, or other governmental taxes, duties, assessments, or charges, excluding taxes imposed on QFS’s net income.
“Third Party Data” means information obtained from independent or public sources, including public blockchain ledgers, cryptocurrency networks, exchanges, data vendors, sanctions and watch lists, news sources, websites, crawlers, open-source intelligence, dark-market sources, and user or community contributions.
“Website” means qlueexpress.com and any related public pages, registration pages, authentication pages, dashboard domains, or other online properties that link to or incorporate these Terms.
“AI Feature” means a feature or functionality of the Service that materially uses AI Technologies to generate, summarize, classify, extract, predict, recommend, assist with, or automate content, analysis, or workflows.
“AI Output” means content, analysis, a classification, summary, recommendation, prediction, response, alert, narrative, or other result generated in whole or in material part by an AI Feature. An AI Output is an Output for purposes of the Agreement.
“AI Technologies” means machine-learning, deep-learning, neural-network, large-language-model, generative-artificial-intelligence, natural-language-processing, computer-vision, statistical, or other automated technologies that infer from inputs how to generate predictions, content, recommendations, classifications, analyses, or decisions.
2.1 Interpretation
In the Agreement: (a) headings are for convenience only; (b) “including” means “including without limitation”; (c) the singular includes the plural and vice versa; (d) a reference to a person includes an individual, corporation, partnership, government body, association, trust, or other legal entity; (e) “in writing” includes email and in-product communications; and (f) references to currency are to lawful money of the United States unless expressly stated otherwise.
3. About QLUE Express
3.1 Service description
QLUE Express is a cloud-based, self-service cryptocurrency investigation and blockchain-forensics platform. Depending on the Plan and selected blockchains or add-ons, the Service may allow an Authorized User to search cryptocurrency addresses and transactions, review blockchain data and counterparties, view risk scores and investigative indicators, examine attribution information, trace transaction flows, create and maintain case files, save graphs, add labels or notes, monitor addresses or transactions, receive alerts, submit attribution information, use community features, and generate or export Outputs.
3.2 Self-service edition
QLUE Express is designed for online registration and electronic acceptance without a negotiated order form, procurement process, minimum commitment, or enterprise deployment. Multi-user, team, custom, on-premises, private-cloud, advanced-support, and other enterprise capabilities are available only if expressly included in the Plan or under a separate QLUE Enterprise agreement.
3.3 Role of QFS and related providers
QFS is the contracting provider of QLUE Express. QFS may use affiliated companies, including Blockchain Technology Group Inc. doing business as Blockchain Intelligence Group, and other licensors, data providers, hosting providers, authentication providers, payment processors, and service providers to operate, support, secure, and improve the Service. No such arrangement changes Customer’s obligation to QFS under the Agreement.
3.4 No custody or transaction execution
QLUE Express is an information and analytics service. QFS is not a cryptocurrency exchange, wallet provider, custodian, broker, investment adviser, money transmitter, or financial institution through the provision of QLUE Express. The Service does not hold Customer funds, control private keys, sign transactions, execute transfers, reverse blockchain transactions, freeze assets, or guarantee recovery of digital assets.
3.5 Website information
Descriptions, demonstrations, case studies, feature summaries, and other Website materials are general information only. The features and entitlements recorded in the Account govern Customer’s Subscription. Website statements do not create a warranty, service level, or commitment unless expressly incorporated into the Account or Additional Terms.
3.6 Artificial intelligence and automated technologies
QFS may use AI Technologies in connection with research, software and product development, coding and testing assistance, data analysis, quality assurance, security, support, documentation, operation, maintenance, and improvement of the Service. QFS may also make AI Features available as part of QLUE Express. An AI Feature may use models, technologies, or services developed by QFS, its affiliates, or third-party providers, or a combination of them.
QFS’s use of AI Technologies does not reduce or replace QFS’s obligations under the Agreement. AI Features are subject to Schedule A, the Privacy Policy, and any applicable Additional Terms or feature-specific notices.
4. Eligibility, Authority, and Sanctions Restrictions
4.1 Age and capacity
An Authorized User must be at least 18 years old and legally capable of entering into a binding agreement. The Service is not directed to minors. Customer represents and warrants that Customer and each Authorized User satisfy these requirements.
4.2 Lawful professional and investigative use
The Service is intended for lawful investigative, compliance, legal, government, research, risk-management, and related professional or business purposes. Customer must have a legitimate purpose and lawful authority for each investigation and for the collection, use, disclosure, and retention of any Personal Information or confidential information processed through the Service.
4.3 Worldwide availability subject to restrictions
QFS is a Canadian company and offers QLUE Express internationally, except in Restricted Jurisdictions and to Restricted Parties. Availability in a country or language does not mean that QFS represents that the Service is lawful or appropriate for every use in that location. Customer is responsible for determining whether access and use are lawful in Customer’s jurisdiction.
4.4 Sanctions and export-control representations
Customer represents, warrants, and covenants throughout the term that:
- Customer and each Authorized User are not Restricted Parties and are not acting directly or indirectly for, at the direction of, or for the benefit of a Restricted Party;
- Customer is not organized, located, ordinarily resident, or operating from a Restricted Jurisdiction, and no Authorized User will access the Service from a Restricted Jurisdiction;
- Customer will not provide access to, share Outputs with, or otherwise make the Service available to a Restricted Party where doing so is prohibited;
- Customer will not use the Service, a proxy, virtual private network, anonymization service, false identity, false billing information, or any other method to conceal location or identity, evade screening, or circumvent a geographic or sanctions restriction; and
- Customer will comply with Sanctions Laws and will not use the Service to facilitate sanctions evasion, prohibited trade, export-control violations, money laundering, terrorist financing, or any other unlawful activity.
4.5 Screening and verification
QFS may screen Customer, Authorized Users, organizations, payment information, IP addresses, and other relevant information against sanctions, denied-party, restricted-party, fraud, security, and eligibility sources. QFS may request additional information or documentation to verify identity, organization, authority, professional status, ownership or control, location, law-enforcement eligibility, or a potential match. Customer will promptly provide accurate information reasonably requested for those purposes.
4.6 Refusal, blocking, suspension, and disclosure
QFS may refuse registration, decline or reverse a transaction, geoblock access, restrict features, suspend or terminate an Account, or take any other reasonably necessary action if QFS believes that providing the Service could violate Sanctions Laws, expose QFS or another person to legal or security risk, or involve false, incomplete, or misleading eligibility information. QFS may disclose relevant information to its payment processor, service providers, financial institutions, professional advisers, or governmental authorities where permitted or required by law. QFS is not required to provide advance notice where notice is prohibited, impracticable, or could undermine screening, security, or legal compliance.
4.7 Law Enforcement Plan eligibility
A Plan described as “Law Enforcement”, “Government”, or similar may be used only by a verified individual who is authorized by an eligible law-enforcement agency, government body, regulator, or other public-sector organization. QFS may verify or re-verify eligibility and may change or withdraw the Plan if eligibility ends or cannot be confirmed. Use of such a Plan does not constitute QFS endorsement of the user, agency, investigation, or resulting conclusions.
5. Accounts, Credentials, and Authorized Users
5.1 Accurate Account information
Customer will provide complete, current, and accurate Account, contact, organization, professional, billing, and eligibility information and will keep that information updated. QFS may rely on information and instructions submitted through the Account.
5.2 Single-user access
Unless the Plan expressly permits otherwise, each Account and Subscription is licensed to one named Authorized User only. Credentials are personal to that Authorized User and may not be shared, transferred, pooled, or used concurrently by another person. Customer must purchase separate access or enter into a QLUE Enterprise agreement for additional users.
5.3 Credential security
Customer and the Authorized User will maintain the confidentiality and security of Credentials, use reasonable device and account safeguards, enable multi-factor authentication where available or required, and immediately notify QFS at the contact address in Section 25 if Credentials are lost, disclosed, compromised, or used without authorization. QFS may require credential verification, reset, or replacement at any time for security reasons.
5.4 Responsibility for Account activity
Customer is responsible for all activity occurring through the Account or Credentials, whether authorized or unauthorized, except to the extent caused solely by QFS’s breach of the Agreement. QFS is not required to verify the actual identity or authority of a person using valid Credentials and may act on instructions submitted through the Account until QFS receives and has a reasonable opportunity to act on notice of compromise.
5.5 Organizational administration
If a Plan permits organizational administration, an administrator may add, remove, suspend, or manage Authorized Users and may receive information about their registration, permissions, and use of the Service. Customer is responsible for appointing appropriate administrators and for their actions. An administrator may not access private case content unless the Plan, Customer’s settings, or applicable organizational policy permits it.
5.6 Refusal and termination of user access
QFS may refuse to register an individual or may restrict, suspend, or terminate an Authorized User’s access if reasonably necessary to protect the Service, enforce the Agreement, comply with law, address eligibility concerns, or respond to Customer instructions. Customer remains responsible for Fees until the Subscription is canceled or terminated in accordance with the Agreement.
5.7 Monitoring and audit records
The Service may monitor and record registration, authentication, feature use, security events, administrative activity, and other usage information. QFS may use that information to provide and improve the Service, administer Accounts, allocate usage, prevent fraud, investigate incidents, enforce the Agreement, and comply with law, as described in the Privacy Policy.
6. Plans, Subscriptions, and Service Entitlements
6.1 Account controls the Subscription
The Account identifies the Plan, billing cycle, selected blockchains, add-ons, storage, case-file limits, usage limits, and other entitlements. Customer may use only the features and capacity included in the active Subscription.
6.2 Free Plans and trials
QFS may offer a free Plan, trial, demonstration, promotional access, or other no-charge functionality. Unless Additional Terms state otherwise, such access may be limited, modified, suspended, or discontinued at any time; may not include support, data retention, or all features; and is provided without any commitment to continued availability. QFS may require payment information before a trial begins and will disclose any automatic conversion to a paid Subscription before Customer accepts the trial.
6.3 Plan and blockchain changes
Customer may add, remove, upgrade, or downgrade a Plan, blockchain, add-on, or storage option through the Account where the Service permits. Changes are subject to the pricing, proration, effective-date, minimum-access-period, and billing rules displayed at the time of the change. A downgrade or removal may reduce functionality, make saved information unavailable, or result in deletion after any applicable retention period. Customer is responsible for exporting needed information before a downgrade or removal takes effect.
6.4 Usage and storage limits
Customer will comply with case-file, storage, search, monitoring, export, rate, and other limits associated with the Plan. QFS may enforce limits through technical controls. Customer may not circumvent a limit by creating duplicate Accounts, sharing Credentials, automating access, or otherwise avoiding the intended Plan restrictions.
6.5 Additional Services
QFS will provide only those Additional Services expressly included in the Plan, described on the Website, or separately agreed in writing. Support, training, recovery, custom reports, expert services, implementation, and other assistance may be subject to separate Fees and Additional Terms.
7. Fees, Billing, Renewal, and Cancellation
7.1 Fees and currency
Customer will pay the Fees displayed during signup or recorded in the Account for the selected Plan, blockchains, add-ons, billing cycle, and Additional Services. Unless expressly stated otherwise, Fees are quoted and payable in United States dollars and are payable in advance.
7.2 Payment authorization
Customer authorizes QFS and its payment processor to charge the payment method associated with the Account for all Fees, Taxes, renewals, upgrades, add-ons, and other amounts due under the Agreement. Customer will maintain a valid payment method and accurate billing information. The payment processor’s terms and privacy notice also apply to its processing of payment information.
7.3 Automatic renewal
A paid Subscription automatically renews for successive monthly or annual billing periods, as selected in the Account, unless Customer cancels before the renewal date or QFS terminates the Subscription. By purchasing a paid Subscription, Customer expressly authorizes recurring charges at the then-current price, plus applicable Taxes, until cancellation or termination.
7.4 Cancellation
Customer may cancel a paid Subscription at any time through the Account settings or another cancellation method QFS makes available. Unless the Website or Account expressly states otherwise, cancellation takes effect at the end of the then-current paid billing period; Customer may continue to use the paid features until that time, and no early-termination fee applies. Deleting an application, ceasing use, or sending an informal message does not cancel a Subscription unless QFS confirms the cancellation.
7.5 Refunds
Except where required by applicable law or expressly stated in the Agreement, Fees are non-cancellable once charged and payments are non-refundable. QFS does not provide prorated refunds or credits for partial periods, unused features, unused searches, downgrades, or cancellation before the end of a billing period. If QFS permanently discontinues a paid Subscription for reasons unrelated to Customer breach, sanctions, unlawful use, or payment failure, QFS will refund the unused prorated portion of prepaid Fees for the discontinued period.
7.6 Taxes and payment-provider charges
Fees exclude Taxes. Customer is responsible for all Taxes that QFS is required to collect or that arise from Customer’s purchase or use of the Service, other than taxes on QFS’s net income. Customer is also responsible for currency conversion, bank, card, wire, payment-service, and similar charges imposed by Customer’s provider. Customer will provide valid tax-exemption documentation before a charge if claiming an exemption.
7.7 Failed payments and chargebacks
If a payment fails, is reversed, or is disputed, QFS may retry the payment, suspend the Account or paid features, restrict access to stored content, or terminate the Subscription. Customer will promptly pay all overdue amounts and reasonable collection costs permitted by law. Customer will contact QFS before initiating a chargeback and will not submit a false or abusive payment dispute.
7.8 Price changes
QFS may change Fees by providing at least 90 days’ notice before the change applies to Customer, unless a shorter period is required because of Taxes, law, a third-party data cost, or another circumstance outside QFS’s reasonable control. A price change will not affect a billing period already paid. Customer’s continued Subscription after the effective date constitutes acceptance of the changed Fees; Customer’s remedy if Customer does not agree is to cancel before the change takes effect.
7.9 Promotions and discounts
A promotion, coupon, credit, or discount applies only under the specific terms offered by QFS, may not be combined or transferred unless stated otherwise, and may be withdrawn or corrected if issued in error or obtained through misuse. Custom, volume, multi-user, or negotiated pricing is not part of QLUE Express unless expressly recorded in the Account or Additional Terms.
8. Licence, Permitted Use, and Outputs
8.1 Limited licence
Subject to Customer’s compliance with the Agreement and payment of all applicable Fees, QFS grants Customer, during the active Subscription, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for the Authorized User to access and use the Service through the interfaces QFS intentionally makes available, solely for a Permitted Purpose and within the Plan entitlements.
8.2 Documentation
Customer may make a reasonable number of copies of Documentation solely to support authorized use of the Service. Customer must preserve all copyright, trademark, confidentiality, and proprietary notices.
8.3 Use of Outputs
Subject to the Agreement, Customer may use Outputs for a Permitted Purpose and may disclose reasonable and necessary portions of Outputs to Customer’s personnel, clients, counsel, experts, auditors, insurers, financial institutions, regulators, courts, tribunals, law-enforcement agencies, government authorities, and other recipients with a legitimate need to receive them. Customer may include Outputs in case files, investigative reports, legal submissions, affidavits, regulatory responses, client deliverables, and similar work product.
8.4 Conditions on external disclosure
When disclosing an Output, Customer will:
- disclose only the information reasonably necessary for the Permitted Purpose;
- not remove or obscure proprietary notices, legends, limitations, source information, or timestamps;
- provide appropriate context and disclose material limitations, including that risk scores, attribution, and analytics may be incomplete or incorrect;
- use reasonable safeguards and confidentiality restrictions appropriate to the sensitivity of the information; and
- comply with applicable privacy, evidentiary, court, professional, investigative, and disclosure obligations.
8.5 Professional services and no standalone resale
A lawyer, investigator, consultant, forensic specialist, or other professional may charge a client for the professional services in which an Output is used. Customer may not, however, sell, license, sublicense, rent, publish, distribute, or commercialize QLUE Analytics, Third Party Data, or Outputs as a standalone data product, data feed, database, subscription, bureau service, or substitute for QLUE Express without QFS’s prior written consent.
8.6 No implied rights
No right is granted except as expressly stated in the Agreement. All rights not expressly granted are reserved by QFS and its licensors.
9. Customer Content, Queries, and Investigation Data
9.1 Customer ownership
As between Customer and QFS, Customer retains ownership of Customer Content, subject to any rights of third parties and excluding QFS Materials, QLUE Analytics, and Third Party Data embedded in or associated with that content.
9.2 Licence to process Customer Content
Customer grants QFS and its service providers a worldwide, non-exclusive, royalty-free licence during the term and any applicable retention period to host, copy, transmit, display, organize, analyze, secure, back up, restore, modify solely for technical formatting, and otherwise process Customer Content as necessary to provide, support, secure, administer, and improve the Service; respond to Customer-authorized support; comply with law; enforce the Agreement; and prevent fraud, abuse, or security incidents. QFS may create and use aggregated or de-identified information that cannot reasonably be associated with Customer or an identifiable individual, subject to applicable law and the Privacy Policy.
9.3 Customer responsibility for content
Customer is solely responsible for Customer Content and represents and warrants that Customer has all rights, permissions, consents, legal authority, and lawful bases required to submit and process it through the Service. Customer will ensure that Customer Content is accurate to the extent required for the intended use, limited to what is reasonably necessary, and handled in accordance with applicable privacy, confidentiality, privilege, employment, human-rights, credit-reporting, consumer-protection, investigative, and other laws.
9.4 Sensitive and confidential information
Customer acknowledges that Customer Content may contain sensitive, confidential, evidentiary, allegation-based, law-enforcement, or privileged information. Customer will apply appropriate access controls and will not submit information that Customer is prohibited from disclosing. Customer must not submit cryptocurrency private keys, seed phrases, account recovery phrases, authentication secrets, malware, or information that would enable unauthorized access to funds or systems.
9.5 Query processing
QLUE Express processes Queries to return results. The Service is designed so that an ordinary Query is not treated as saved Customer Content unless the Authorized User uses a case, save, monitoring, watchlist, annotation, export, or similar feature that requires retention. QFS may temporarily process Query content and may retain limited technical, security, billing, fraud-prevention, and audit metadata associated with the Query. QFS may retain or access query-related information where reasonably necessary to diagnose a problem, investigate misuse or a security incident, comply with law, enforce the Agreement, or respond to a Customer-authorized support request, as described in the Privacy Policy.
9.6 Access by QFS personnel
QFS restricts access to private Customer Content to authorized personnel and service providers with a legitimate business need. QFS will not access private Customer Content except as reasonably necessary to provide the Service, respond to Customer-authorized support, protect the Service or users, investigate suspected misuse, comply with law, or enforce the Agreement. Access may be logged and subject to confidentiality obligations.
9.7 Exports and backups
Customer is responsible for maintaining copies of Customer Content and Outputs needed for Customer’s records, legal obligations, or business continuity. QFS does not guarantee that any content can be restored, recovered, or exported after a downgrade, suspension, cancellation, or termination. Customer must complete needed exports before access ends.
9.8 Retention and deletion
Customer Content may become inaccessible when a Plan, blockchain, add-on, storage option, or Subscription ends. Unless the Account, Website, Privacy Policy, or Additional Terms expressly state otherwise, QFS may delete or de-identify Customer Content after termination or after a reasonable operational retention period, subject to legal holds, security needs, backup cycles, and applicable law. Backup copies may remain until overwritten through normal backup rotation. QFS has no obligation to retain or return Customer Content after the applicable period.
9.9 Investigation subjects
A person whose information appears in Customer Content may not be a QFS customer and may not know that Customer is conducting an investigation. Customer, not QFS, is responsible for determining whether notice, consent, authorization, a warrant, a court order, another legal basis, or a response to an access or correction request is required. QFS may refer a privacy request concerning Customer Content to Customer where permitted by law.
9.10 AI processing of Customer Content and Queries
QFS may process Customer Content and Queries through an AI Feature as reasonably necessary to provide, operate, secure, support, administer, diagnose, and maintain that AI Feature in accordance with the Agreement and the Privacy Policy.
Unless Customer expressly opts in through the Account or Additional Terms expressly state otherwise, QFS will not use private Customer Content or the content of Queries to train or fine-tune an AI model and will not permit an unaffiliated AI service provider to use that information for the provider’s independent model training.
QFS may use QFS Materials, Third Party Data, Feedback, Shared Contributions, synthetic data, and aggregated or de-identified information that cannot reasonably be associated with Customer or an identifiable individual for research, development, testing, evaluation, security, and improvement, subject to applicable law, confidentiality obligations, and third-party rights.
10. Third Party Data, QLUE Analytics, and Investigative Limitations
10.1 Sources and analytical processing
The Service combines Third Party Data with QFS research, proprietary methods, heuristics, algorithms, classifications, and other analytical processes to produce QLUE Analytics. Third Party Data may include public and immutable blockchain records as well as data supplied, licensed, inferred, or contributed by sources independent of QFS.
10.2 Risk scores and indicators are not exact
A BitRank score, risk score, flag, attribution, cluster, relationship, category, or other QLUE Analytics result is an investigative indicator, not an exact or comprehensive determination. It is based on a finite and evolving set of data, rules, assumptions, and methods available at the relevant time. It may contain false positives, false negatives, incomplete links, stale information, incorrect attribution, or other errors and may change as new information becomes available.
10.3 No definitive finding
QLUE Analytics and Third Party Data do not, by themselves, establish the identity or beneficial owner of a cryptocurrency address; prove that a person committed an offense; determine whether funds are illicit; establish sanctions status; determine legal liability; or satisfy Customer’s legal, regulatory, evidentiary, compliance, due-diligence, or professional obligations. A connection to a service, entity, address, typology, or risk category does not necessarily mean that every transaction or person associated with it is unlawful or high risk.
10.4 Independent verification and human judgment
Customer must independently verify material findings, review underlying transactions and sources, consider alternative explanations, apply qualified human judgment, and obtain appropriate legal or professional advice before taking action. Customer will not present an analytical indicator as a conclusive fact and will not use the Service as the sole basis for an arrest, seizure, account closure, denial of service, employment decision, credit decision, insurance decision, or other significant adverse action where independent review or additional evidence is required by law or professional standards.
10.5 Changes, corrections, and availability
QFS may update, correct, reclassify, add, or remove Third Party Data or QLUE Analytics at any time, including after Customer has generated an Output. QFS is not obligated to preserve a historical score or attribution unless the Service expressly provides that feature. Customer should retain dated Outputs and supporting records when historical context is important.
10.6 Court and regulatory use
QFS does not guarantee that an Output will be admissible, sufficient, accepted, or given any particular weight by a court, tribunal, regulator, law-enforcement agency, client, or other recipient. Customer is responsible for authentication, chain of custody, expert evidence, disclosure, discovery, privilege, procedural compliance, and all decisions about how an Output is used.
10.7 No professional advice
The Service, Documentation, Third Party Data, and QLUE Analytics do not constitute legal, financial, investment, accounting, tax, forensic-accounting, compliance, sanctions, or other professional advice. QFS does not act as Customer’s investigator, lawyer, expert witness, fiduciary, or compliance officer unless QFS separately agrees in writing to provide a specific Additional Service.
10.8 AI-assisted analytics
AI Features and AI Outputs are subject to all limitations in this Section and Schedule A. An AI Output is an investigative aid only and does not replace examination of the underlying blockchain data, source materials, supporting evidence, alternative explanations, or qualified human judgment.
11. Attribution Submissions and Community Features
11.1 Private content and Shared Contributions
Private case notes and other Customer Content remain subject to Section 9. Content submitted through “Submit Attribution”, “Community Notes”, correction, shared intelligence, or similar features is a Shared Contribution and may be used beyond Customer’s private workspace as described in this Section.
11.2 Rights granted for Shared Contributions
Customer grants QFS, its affiliates, licensors, successors, and service providers a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to collect, host, reproduce, modify, translate, validate, combine, analyze, create derivative works from, commercialize, distribute, display, disclose, and otherwise use each Shared Contribution to operate, improve, secure, market, and provide QLUE Express, QLUE Enterprise, blockchain intelligence, attribution databases, analytics, reports, and related products and services. QFS may identify Customer as the contributor or may use the contribution without attribution, subject to the Privacy Policy, confidentiality obligations, and applicable law.
11.3 Submission standards
Customer represents and warrants that each Shared Contribution: (a) is submitted lawfully and with all required rights and authority; (b) has a reasonable factual basis; (c) is not knowingly false, misleading, defamatory, unlawfully discriminatory, or fabricated; (d) does not disclose privileged, classified, sealed, or confidential information without authorization; and (e) does not contain Personal Information beyond what is lawful and reasonably necessary for the intelligence purpose.
11.4 Review, moderation, and correction
QFS may review, verify, edit, combine, label, reject, remove, restrict, or decline to publish a Shared Contribution and is not obligated to investigate or accept it. QFS may request supporting information. A Customer who believes attribution or other shared intelligence is inaccurate may submit a correction request with supporting information. QFS will review the request in accordance with its procedures but does not guarantee a particular outcome or response time unless required by law.
11.5 No compensation or confidentiality expectation
QFS is not required to compensate Customer for a Shared Contribution. Customer must not submit a Shared Contribution if Customer expects it to remain private or confidential, except where a specific submission process expressly states otherwise.
12. Prohibited Conduct
Customer and each Authorized User will not, directly or indirectly, and will not permit, assist, or encourage another person to:
(a) use the Service for an unlawful purpose or in violation of the Agreement, Documentation, Sanctions Laws, privacy law, human-rights law, investigative law, court order, professional duty, or the rights of another person;
(b) use the Service to stalk, harass, threaten, intimidate, doxx, discriminate against, retaliate against, or unlawfully surveil a person, or to target a person solely because of a protected characteristic;
(c) facilitate theft, fraud, extortion, ransomware, money laundering, terrorist financing, sanctions evasion, unauthorized access, concealment of criminal proceeds, or another illegal activity;
(d) share Credentials, allow an unlicensed person to use the Account, impersonate another person, misrepresent professional or law-enforcement status, or provide false Account, billing, eligibility, location, or sanctions information;
(e) access another customer’s account, case, data, or system, or attempt to obtain information not intentionally made available to Customer;
(f) circumvent or attempt to circumvent authentication, security, geographic, sanctions, rate, usage, storage, licensing, billing, or other technical controls;
(g) introduce malware, malicious code, harmful data, denial-of-service traffic, or content designed to disrupt, damage, compromise, degrade, or interfere with the Service or another system;
(h) perform penetration testing, vulnerability scanning, load testing, security research, or similar testing against the Service without QFS’s prior written authorization;
(i) use scraping, crawling, bots, scripts, browser automation, robotic process automation, bulk downloading, or an API not expressly authorized by QFS to access or extract information from the Service;
(j) reverse engineer, decompile, disassemble, decode, translate, discover source code, derive underlying models or methods, or otherwise attempt to determine the construction or operation of the Service, except only to the limited extent a restriction is prohibited by applicable law;
(k) copy, reproduce, mirror, frame, republish, create a derivative database from, or systematically extract QLUE Analytics, Third Party Data, Documentation, or the Service beyond the rights expressly granted in the Agreement;
(l) use the Service or its data to develop, train, validate, benchmark, improve, or operate a competing product, blockchain-intelligence database, risk-scoring service, machine-learning model, artificial-intelligence system, or similar commercial offering without QFS’s prior written consent;
(m) sell, sublicense, lease, rent, redistribute, syndicate, or provide the Service, QLUE Analytics, Third Party Data, or Outputs as a service bureau or standalone product, except for the permitted professional use of Outputs under Section 8;
(n) remove, alter, conceal, or obscure any trademark, copyright, source, date, risk limitation, proprietary notice, digital-rights control, or other notice associated with the Service or an Output;
(o) submit private keys, seed phrases, authentication secrets, unlawfully obtained data, or content that infringes intellectual-property, privacy, confidentiality, publicity, or other rights;
(p) misstate, exaggerate, or present a QLUE score, attribution, flag, or analytical result as conclusive proof of identity, ownership, criminality, sanctions status, or legal liability; or
(q) use the Service in a manner that QFS reasonably determines creates excessive load, threatens the integrity or availability of the Service, exposes QFS or another person to material legal or security risk, or is inconsistent with the intended self-service nature of QLUE Express.
(r) bypass, disable, manipulate, or defeat an AI Feature’s safeguards; use prompt-injection, jailbreak, model-extraction, or similar techniques to obtain non-public system instructions, model parameters, training data, Confidential Information, or another customer’s information; or use an AI Feature to generate or facilitate unlawful, deceptive, defamatory, discriminatory, infringing, malicious, or harmful content or conduct.
A restriction in this Section applies only to the maximum extent permitted by applicable law. Customer may contact QFS to request written authorization for a use not otherwise permitted; no authorization is effective unless given by QFS in writing.
13. Privacy, Data Protection, and Security
13.1 Privacy Policy
The Privacy Policy explains how QFS collects, uses, discloses, retains, transfers, and protects Personal Information in connection with the Website and Service. Customer acknowledges that the Service may process Account, billing, usage, security, support, eligibility, sanctions-screening, and investigation-related information in Canada, the United States, and other countries where QFS and its service providers operate, subject to applicable law and the Privacy Policy.
13.2 Customer as responsible organization or controller
For Personal Information contained in Customer Content, Customer generally determines the purposes of processing and acts as the responsible organization, controller, business, public body, or equivalent entity. Customer is responsible for providing required notices, obtaining consents or other lawful authority, responding to individual rights, maintaining appropriate records, limiting access, setting retention periods, and complying with restrictions on sensitive, law-enforcement, cross-border, or allegation-based information.
13.3 QFS as service provider or processor
To the extent QFS processes Customer Content on Customer’s behalf, QFS will process it to provide, support, secure, and administer the Service; follow Customer’s documented instructions expressed through the Agreement and use of the Service; apply appropriate confidentiality and security measures; and comply with applicable obligations imposed on QFS as a service provider or processor. QFS may process information for its own independently determined purposes where described in the Privacy Policy, including security, fraud prevention, legal compliance, billing, service administration, and the provision of QLUE Analytics. QFS may make a data-processing addendum available where required by applicable law and appropriate to the Service.
13.4 Security measures
QFS will maintain administrative, technical, and physical safeguards reasonably designed to protect the confidentiality, integrity, and availability of the Service and Personal Information, taking into account the sensitivity of the information and the nature of the Service. Safeguards may include access restrictions, encryption in transit and at rest where appropriate, logging, monitoring, backups, security testing, incident response, and confidentiality obligations. No internet-based or electronic system is completely secure, and QFS does not guarantee absolute security.
13.5 Customer security duties
Customer will use secure devices and networks, maintain current software, protect Credentials, restrict local downloads and exports, apply appropriate organizational access controls, and promptly install or follow security updates and instructions. Customer is responsible for security outside the QLUE Systems, including Customer’s devices, email, storage, networks, recipients, and copies of Outputs.
13.6 Security incidents
Customer will immediately notify QFS of suspected unauthorized access, credential compromise, data loss, or misuse involving the Service and will reasonably cooperate with QFS’s investigation and remediation. QFS will notify Customer of a breach involving Customer Personal Information where and as required by applicable law or Additional Terms. Neither Party will make a public statement naming the other Party about an incident without prior consultation, except where disclosure is legally required.
13.7 Blockchain immutability
QFS cannot alter or delete information recorded on a public blockchain. A deletion, correction, or privacy request may affect information held within QLUE Systems but cannot erase the underlying public ledger or information independently held by third parties.
14. Service Operation, Changes, Support, and Third Parties
14.1 Availability and maintenance
QFS will use commercially reasonable efforts to operate the Service, but the Service may be unavailable because of maintenance, upgrades, emergencies, network conditions, blockchain-node issues, third-party failures, security events, legal restrictions, or other causes. Unless expressly stated in Additional Terms, QLUE Express has no service-level agreement, uptime guarantee, response-time commitment, or service credit.
14.2 Changes to the Service
QFS may add, modify, replace, limit, suspend, or remove a feature, blockchain, data source, score, attribution method, interface, workflow, storage rule, or integration to improve the Service, address security or legal requirements, respond to third-party changes, or manage the product. Where reasonably practicable, QFS will provide advance notice of a material change that QFS reasonably expects will adversely affect Customer’s then-current paid use. Customer’s sole remedy for an objection to such a change is to cancel the affected Subscription before the change or next renewal takes effect.
14.3 Blockchain and third-party dependencies
Coverage, timeliness, and functionality may vary by blockchain, token, network, protocol, bridge, service, data source, and Plan. A blockchain reorganization, fork, upgrade, outage, node failure, API change, data-vendor decision, or legal restriction may delay, alter, or eliminate data or functionality. QFS is not responsible for the operation of a blockchain network or other third-party system.
14.4 Support
Support is provided only through the channels, hours, languages, and response objectives associated with the Plan or stated on the Website. Support does not include legal advice, investigative conclusions, custom analysis, expert testimony, data recovery, implementation, or training unless expressly included or separately purchased. QFS may require Customer’s written authorization before support personnel access private Customer Content.
14.5 Subcontractors and service providers
QFS may engage affiliates, subcontractors, and service providers to assist with developing, hosting, authentication, payments, communications, analytics, data, security, support, and other functions. QFS will remain responsible for its obligations under the Agreement to the extent those obligations are performed by a provider on QFS’s behalf, subject to the Agreement’s exclusions and limitations.
14.6 Third-party sites and services
The Service may link to or interoperate with blockchain explorers, payment processors, websites, data sources, or services not controlled by QFS. Customer’s use of a third-party service is governed by the third party’s terms and privacy notice. QFS does not endorse and is not responsible for third-party content, products, availability, security, or practices.
14.7 Beta and preview features
QFS may identify a feature as beta, preview, experimental, early access, or evaluation. Such a feature may be incomplete, inaccurate, unstable, changed without notice, or discontinued. Unless Additional Terms state otherwise, beta and preview features are provided without warranty, support commitment, or liability and should not be used for production-critical or high-consequence decisions.
15. Ownership, Intellectual Property, and Feedback
15.1 QFS Materials
QFS, its affiliates, and its licensors own and retain all right, title, and interest, including all intellectual-property and proprietary rights, in and to the Service, QLUE and QLUE Express Systems, QLUE Analytics, Documentation, interfaces, designs, databases, methods, algorithms, models, taxonomies, classifications, software, and all improvements and derivative works (collectively, “QFS Materials”). Third Party Data is owned by its respective source or licensor and is made available only under the rights QFS has obtained.
15.2 Customer Content and Outputs
Customer’s ownership of Customer Content is addressed in Section 9. Customer owns Customer’s original narrative, notes, and other original material in an Output, but QFS and its licensors retain ownership of all QFS Materials, QLUE Analytics, Third Party Data, templates, visual elements, and proprietary notices contained in or used to generate the Output. Customer receives only the use rights expressly granted in Section 8.
15.3 No access to source technology
QFS is not required to provide, and Customer has no right to obtain, source code, models, algorithms, scoring logic, training data, private databases, infrastructure, system architecture, or other underlying QLUE Systems except to the limited extent QFS intentionally provides documentation or an interface.
15.4 Feedback
If Customer or an Authorized User provides an idea, suggestion, enhancement request, correction, evaluation, or other feedback concerning the Service (“Feedback”), Customer grants QFS and its affiliates a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, disclose, reproduce, modify, commercialize, and create derivative works from the Feedback without restriction or compensation. Customer will not include confidential information or third-party confidential information in Feedback.
15.5 Trademarks
QLUE™, QLUE EXPRESS™, BLOCKCHAIN INTELLIGENCE GROUP™, BitRank™, and associated names, logos, and marks are trademarks of QFS, its affiliates, or licensors. Customer may not use them except as expressly permitted in an Output or with prior written authorization.
16. Confidentiality
16.1 Confidential Information
“Confidential Information” means non-public information disclosed by or on behalf of a Party that is identified as confidential or that a reasonable person would understand to be confidential in the circumstances. QFS Confidential Information includes non-public QFS Materials, security information, product plans, and pricing not publicly available. Customer Confidential Information includes private Customer Content and non-public information about Customer’s investigations, clients, operations, and use of the Service.
16.2 Obligations
The receiving Party will: (a) use the disclosing Party’s Confidential Information only to perform or exercise rights under the Agreement; (b) protect it using at least reasonable care and no less care than the receiving Party uses for its own information of similar sensitivity; and (c) disclose it only to Representatives and service providers who need to know it and are bound by confidentiality obligations at least as protective as this Section.
16.3 Exclusions
Confidential Information does not include information that the receiving Party can demonstrate: (a) is or becomes public through no breach of the Agreement; (b) was lawfully known without restriction before disclosure; (c) is lawfully received from a third party without a confidentiality duty; or (d) is independently developed without use of the disclosing Party’s Confidential Information.
16.4 Required disclosure
The receiving Party may disclose Confidential Information to the extent required by law, court order, regulatory authority, or valid legal process. Where legally permitted and reasonably practicable, the receiving Party will give prompt notice and reasonable assistance so the disclosing Party may seek confidential treatment or another protective remedy. The receiving Party will disclose only the portion legally required.
16.5 Duration and remedies
The obligations in this Section continue during the Agreement and for five years after termination, except that obligations concerning trade secrets, Personal Information, and information that remains confidential by its nature continue for as long as required by applicable law or the information remains protected. Unauthorized disclosure may cause irreparable harm for which monetary damages are inadequate, and the affected Party may seek injunctive or equitable relief in addition to other remedies.
17. Legal Compliance, Records, and Cooperation
17.1 Compliance with law
Each Party will comply with laws applicable to its performance under the Agreement. Customer is specifically responsible for ensuring that Customer’s use of the Service, Customer Content, investigations, decisions, disclosures, and Outputs comply with applicable privacy, data-protection, surveillance, evidence, court, legal-profession, employment, consumer, credit-reporting, human-rights, sanctions, export-control, anti-money-laundering, and other laws and duties.
17.2 No transfer of Customer obligations
The Service does not transfer to QFS any regulatory, fiduciary, investigative, reporting, due-diligence, recordkeeping, know-your-customer, anti-money-laundering, sanctions, legal, or professional obligation that applies to Customer. Customer remains responsible for its policies, controls, decisions, reports, filings, and communications.
17.3 Notifications
Customer will promptly notify QFS if Customer becomes aware of: (a) unauthorized access to or use of the Service; (b) a material complaint, claim, allegation, demand, subpoena, court order, or regulatory inquiry relating to Customer’s use of the Service or an Output; (c) a suspected violation of Section 4 or Section 12; or (d) information indicating that a Shared Contribution may be materially inaccurate or unlawful. Customer will reasonably cooperate with QFS in investigating and responding to the matter.
17.4 Records and certification
Customer will maintain records reasonably sufficient to demonstrate compliance with the Agreement, including the authorization for material external disclosures of Outputs. If QFS has a reasonable basis to suspect material non-compliance, QFS may request a written or electronic certification from Customer describing the relevant use and confirming compliance. QFS will not require disclosure of privileged information or confidential investigative details beyond what is reasonably necessary to assess compliance.
17.5 Legal requests
QFS may preserve, access, or disclose information in response to a valid legal request or where QFS reasonably believes disclosure is necessary to comply with law, enforce the Agreement, protect rights or safety, investigate fraud or security incidents, or prevent serious harm. QFS will notify Customer where legally permitted and reasonably practicable, but may be prohibited from doing so.
18. Limited Warranty and Disclaimers
18.1 Mutual authority
Each Party represents and warrants that it has the legal power and authority to enter into the Agreement and perform its obligations. Customer further represents and warrants that the Authorized User is authorized to use the Service on Customer’s behalf and that Customer Content and Shared Contributions comply with the Agreement.
18.2 Limited service warranty
For a paid Subscription, QFS warrants that QLUE Express will operate in substantial conformity with the applicable Documentation under normal authorized use. This warranty does not apply to a problem caused by Customer, an Authorized User, Customer systems, misuse, unauthorized modifications, third-party systems, Third Party Data, a blockchain network, beta features, or a circumstance beyond QFS’s reasonable control. Customer’s exclusive remedy for breach of this warranty is for QFS, at its option, to use commercially reasonable efforts to correct the nonconformity or to terminate the affected paid Subscription and refund the unused prorated prepaid Fees for the affected period.
18.3 General disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 18.2, THE SERVICE, QLUE ANALYTICS, THIRD PARTY DATA, OUTPUTS, DOCUMENTATION, FREE PLANS, TRIALS, BETA FEATURES, AND ADDITIONAL SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”, WITHOUT REPRESENTATIONS, WARRANTIES, CONDITIONS, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM CUSTOM, TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. QFS DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ACCURACY, COMPLETENESS, CORRECTNESS, CURRENCY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, PERFORMANCE, QUALITY, RESULTS, SUITABILITY, TIMELINESS, TITLE, QUIET ENJOYMENT, AND SYSTEM INTEGRATION. Without limiting the foregoing, the disclaimer in this Section applies to AI Technologies, AI Features, AI Outputs, underlying models, generated content, recommendations, classifications, summaries, and automated or AI-assisted workflows.
18.4 Third Party Data and analytics
QFS does not control and may not independently verify Third Party Data. QFS does not warrant that Third Party Data or QLUE Analytics is accurate, current, complete, lawful, unbiased, unique, or suitable for Customer’s intended purpose. QFS is not responsible for a delay, deficiency, or error caused by a third-party source, blockchain network, protocol, node, exchange, website, crawler, data vendor, community contributor, or other independent source.
18.5 Internet and security
The Service may be interrupted, delayed, insecure, unavailable, or affected by circumstances beyond QFS’s control. QFS does not warrant uninterrupted or error-free operation, that defects will be corrected, that the Service will be free of harmful components, or that data will never be lost, accessed, altered, or destroyed without authorization.
18.6 Customer reliance and decisions
Customer uses the Service and makes investigative, legal, compliance, enforcement, business, and other decisions at Customer’s own risk. Customer is solely responsible for reviewing and verifying results, obtaining professional advice, and determining the legality and appropriateness of any action.
18.7 Non-waivable rights
Some jurisdictions do not permit the exclusion of certain warranties or conditions. In those jurisdictions, the disclaimers apply only to the maximum extent permitted, and nothing in the Agreement limits a right or remedy that cannot lawfully be limited or waived.
18.8 AI-specific limitations
AI Features use probabilistic, automated, and evolving technologies. AI Outputs may be inaccurate, incomplete, fabricated, misleading, outdated, biased, offensive, non-unique, inconsistent, or unsuitable for Customer’s purpose. An AI Feature may omit relevant information, incorrectly summarize source information, identify a relationship that does not exist, fail to identify a material relationship, or provide a citation or explanation that does not support the result. The same or similar input may produce different results at different times.
QFS does not warrant an AI Output’s factual accuracy, completeness, provenance, originality, legal admissibility, non-infringement, or fitness for a high-consequence decision. Customer must independently review and verify each material AI Output, examine the underlying sources and blockchain data, apply qualified human judgment, and obtain appropriate professional advice.
Customer must not use an AI Output as the sole basis for an arrest, seizure, sanctions designation, account closure, denial of service, legal allegation, regulatory determination, employment decision, credit decision, insurance decision, or other material adverse action.
19. Indemnities
19.1 Customer indemnity
Customer will defend, indemnify, and hold harmless QFS, its affiliates, licensors, service providers, and their respective directors, officers, employees, contractors, agents, successors, and assigns (collectively, the “QFS Protected Parties”) from and against third-party claims, complaints, investigations, demands, actions, proceedings, liabilities, damages, penalties, sanctions, settlements, judgments, costs, and reasonable legal fees arising from or relating to: (a) Customer’s or an Authorized User’s use or misuse of the Service, QLUE Analytics, Third Party Data, or Outputs; (b) Customer Content or a Shared Contribution; (c) Customer’s investigation, decision, disclosure, allegation, report, or action; (d) Customer’s breach of the Agreement; or (e) Customer’s actual or alleged violation of law or third-party rights. This indemnity does not apply to the extent a claim results directly from QFS’s fraud, willful misconduct intended to cause harm, or an IP Infringement Claim covered by Section 19.3.
19.2 Customer indemnity procedure
QFS will give Customer reasonably prompt notice of a claim for which indemnity is sought, subject to Customer being relieved only to the extent materially prejudiced by delay. Customer may control the defense with counsel reasonably acceptable to QFS but may not settle a claim in a manner that admits fault by, imposes an obligation on, or fails to fully release a QFS Protected Party without QFS’s prior written consent. QFS may participate with its own counsel at its own expense and will provide reasonable cooperation at Customer’s expense.
19.3 QFS intellectual-property indemnity
Subject to this Section, QFS will defend Customer against a third-party lawsuit brought in Canada, the United States, Japan, the United Kingdom, or a member state of the European Union alleging solely that Customer’s authorized use of QLUE Express infringes that third party’s copyright or trademark, and will indemnify Customer against a final judgment or QFS-approved settlement resulting from that claim (an “IP Infringement Claim”).
19.4 Exclusions from QFS indemnity
QFS has no obligation for an IP Infringement Claim arising from: (a) Customer Content, a Shared Contribution, Third Party Data, or a third-party service; (b) modification not made by QFS; (c) combination with a product, service, process, or data not supplied by QFS; (d) use outside the Agreement or Documentation; (e) continued use after QFS provides a non-infringing replacement or instructs Customer to stop; or (f) a claim that could have been avoided by using a current version made available by QFS.
19.5 QFS indemnity procedure and remedies
Customer must give QFS prompt notice, permit QFS to control the defense and settlement, and provide reasonable cooperation. QFS will not settle in a manner that imposes an obligation on Customer without Customer’s prior written consent, not to be unreasonably withheld. If QFS reasonably believes an IP Infringement Claim is likely, QFS may: (a) obtain the right for Customer to continue using the affected Service; (b) modify or replace it; or (c) terminate the affected Subscription and refund the unused prorated prepaid Fees. These remedies and the indemnity in Section 19.3 are Customer’s exclusive remedies for an IP Infringement Claim.
19.6 IP indemnity cap
The total aggregate liability of QFS and the QFS Protected Parties under Sections 19.3 to 19.5, including defense costs, settlements, judgments, and refunds, will not exceed USD$25,000 subject to the cap outlined in 20.2.
20. Exclusions and Limitations of Liability
20.1 Excluded damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS REPRESENTATIVES WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED LOSS OR DAMAGE, OR FOR ANY LOSS OF DATA, INFORMATION, BUSINESS, REVENUE, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, OPPORTUNITY, MARKETS, REPUTATION, OR GOODWILL, WHETHER ANTICIPATED OR NOT, ARISING FROM OR RELATING TO THE AGREEMENT, THE SERVICE, QLUE ANALYTICS, THIRD PARTY DATA, OUTPUTS, OR THE PARTIES’ RELATIONSHIP.
20.2 Aggregate liability cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY AND ITS REPRESENTATIVES TO THE OTHER PARTY AND ITS REPRESENTATIVES ARISING FROM OR RELATING TO THE AGREEMENT, THE SERVICE, QLUE ANALYTICS, THIRD PARTY DATA, OUTPUTS, OR THE PARTIES’ RELATIONSHIP WILL NOT EXCEED THE LESSER OF: (A) USD$25,000; AND (B) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO QFS FOR THE SUBSCRIPTION DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF CUSTOMER USED ONLY A FREE PLAN AND PAID NO FEES, THE CAP IS ZERO TO THE MAXIMUM EXTENT PERMITTED BY LAW.
20.3 Scope
The exclusions and limitations apply to liability under any theory, including contract, tort, negligence, strict liability, statute, misrepresentation, restitution, or otherwise; apply regardless of whether a remedy fails of its essential purpose; and apply even if the liable Party knew or should have known that the loss was possible or foreseeable.
20.4 Exceptions
Sections 20.1 and 20.2 do not limit: (a) Customer’s obligation to pay Fees and Taxes; (b) a Party’s obligations under Section 19; (c) Customer’s breach of Section 8, Section 11, or Section 12; (d) infringement or misappropriation of a Party’s intellectual-property rights; or (e) liability for fraud or willful misconduct intended to cause harm. Any other exception required by applicable law applies only to the extent legally required.
20.5 Essential allocation of risk
The allocation of risk in the Agreement is an essential basis of the Parties’ bargain, reflects the Fees and self-service nature of QLUE Express, and applies independently of any other provision.
21. Suspension, Term, and Termination
21.1 Term and renewal
The Agreement begins when Customer first accepts it or uses the Service and continues until all access and Subscriptions end. A paid Subscription continues for the selected monthly or annual billing period and automatically renews under Section 7 unless canceled or terminated.
21.2 Suspension events
QFS may immediately suspend all or part of the Service or an Account if: (a) a payment fails or is disputed; (b) Customer breaches the Agreement and, where the breach is reasonably curable, fails to cure it within 14 days after notice; (c) QFS reasonably suspects unauthorized access, fraud, misuse, a security threat, sanctions risk, unlawful activity, or material harm; (d) a required third-party license, service, infrastructure, or data source is disputed, suspended, or terminated; (e) suspension is required by law, court order, government request, or a service provider; or (f) suspension is reasonably necessary to protect the integrity, confidentiality, availability, performance, or security of the Service, QLUE Systems, data, or another person.
QFS will give advance notice where reasonably practicable, but may suspend without advance notice in an emergency or where notice is prohibited or could increase risk. A suspension under this Section is not a breach by QFS and does not excuse payment obligations or entitle Customer to a refund.
21.3 Reinstatement
If the reason for suspension can be resolved, the Parties will reasonably cooperate. QFS may reinstate access after the issue is resolved to QFS’s reasonable satisfaction and all overdue amounts are paid. QFS may require updated Credentials, security measures, eligibility information, or written assurances before reinstatement.
21.4 Termination by Customer
Customer may terminate a paid Subscription by canceling under Section 7.4. Customer may terminate the Agreement immediately if QFS materially breaches the Agreement and does not cure the breach within 14 days after receiving written notice that identifies the breach and states Customer’s intent to terminate.
21.5 Termination by QFS
QFS may terminate an Account, Subscription, or the Agreement: (a) at the end of a billing period by notice; (b) immediately for a non-curable material breach, repeated breach, fraud, unlawful use, sanctions or export-control concern, false eligibility information, abusive chargeback, security threat, infringement, or conduct prohibited by Section 12; (c) if a curable material breach is not cured within 14 days after notice; or (d) if continued provision becomes unlawful, impossible, impracticable, materially insecure, or commercially unavailable because a required technology, service, license, or Third Party Data source is no longer reasonably available.
21.6 Discontinuation
QFS may discontinue QLUE Express or a paid material feature generally. Where reasonably practicable, QFS will provide advance notice. If QFS terminates a paid Subscription solely because of general discontinuation, QFS will refund the unused prorated prepaid Fees for the discontinued period. QFS has no obligation to provide a refund where termination results from Customer breach, sanctions, unlawful use, payment failure, or another event attributable to Customer.
21.7 Consequences
On expiration or termination: (a) Customer’s license and access rights end; (b) Customer will stop using the Service and QFS Materials; (c) all unpaid amounts become immediately due; (d) Customer Content may become inaccessible and may be handled under Section 9.8 and the Privacy Policy; and (e) each Party remains responsible for obligations and liabilities arising before termination. Termination does not require QFS to remove information lawfully incorporated into aggregated or de-identified data, Shared Contributions, QLUE Analytics, audit logs, security records, legal records, or backups, subject to applicable law.
21.8 Survival
Sections that by their nature should survive will survive expiration or termination, including Sections 2, 4, 7 (to the extent necessary to determine, invoice, collect, or refund amounts accrued or payable before expiration or termination), 8.3 to 8.6, 9, 10, 11, 12, 13, 15, 16, 17, 18.3 to 18.7, 19, 20, 21.7, 21.8, 22, 23, 24, and 25. Schedule A and the provisions of the Agreement concerning AI data use, use restrictions, ownership, confidentiality, disclaimers, liability, and accrued rights will survive expiration or termination to the extent necessary to give them effect. Defined terms used in a surviving provision survive to the extent necessary to give that provision effect.
22. Governing Law and Dispute Resolution
22.1 Governing law
The Agreement and all related matters are governed by the laws of the Province of British Columbia and the applicable federal laws of Canada, without regard to conflict-of-laws rules that would apply another jurisdiction’s law. The United Nations Convention on Contracts for the International Sale of Goods do not apply.
22.2 Good-faith negotiation
Before commencing arbitration under Section 22.3, the Party raising a dispute must give the other Party a written dispute notice describing the dispute and the requested relief. Within seven days after the notice (or another period the Parties agree), authorized senior representatives will meet - by video, telephone, or in person as the Parties agree, failing which by video - and negotiate in good faith to resolve the dispute. Completing this process is a condition precedent to commencing arbitration, except that it does not apply to, and does not delay, relief sought under Section 22.4 or a right preserved under Section 22.5. If the dispute is not resolved within 15 days after the notice (or a longer period the Parties agree), either Party may commence arbitration. Any question about a Party's compliance with this Section will be decided by the arbitrator; non-compliance will not deprive the tribunal of jurisdiction, but the tribunal may stay the arbitration to allow this process to be completed.
22.3 Binding arbitration
Subject to Sections 22.2, 22.4 and 22.5, any dispute, controversy, or claim arising from or relating to the Agreement, the Service, or the Parties’ relationship will be finally resolved by confidential binding arbitration under the rules in effect when the arbitration begins, as follows: (a) if the Customer's principal place of business is in Canada when the arbitration begins, the arbitration will be administered by ICDR Canada under its Canadian Dispute Resolution Procedures (including the applicable Canadian arbitration rules); or (b) otherwise, the arbitration will be administered by the International Centre for Dispute Resolution (ICDR) under the ICDR International Arbitration Rules.
There will be one arbitrator. The legal seat and place of arbitration will be Vancouver, British Columbia, Canada. The arbitration will be conducted in English. The arbitration agreement is governed by the Arbitration Act (British Columbia), or the International Commercial Arbitration Act (British Columbia) where applicable. The award will be final and binding and may be enforced in any court of competent jurisdiction.
22.4 Court and equitable relief
Either Party may seek temporary, preliminary, or permanent injunctive or equitable relief from the Supreme Court of British Columbia sitting in Vancouver to protect Confidential Information, intellectual property, security, or the status quo pending arbitration. A Party may also bring an eligible claim in a court of competent small-claims jurisdiction. Seeking such relief does not waive arbitration of the remaining dispute.
22.5 Mandatory rights and consumer law
If applicable mandatory law gives Customer a non-waivable right to bring a claim before a court, regulator, privacy authority, or consumer tribunal in Customer’s jurisdiction, that right prevails to the extent of the conflict. Nothing in the Agreement prevents either Party from reporting a matter to a governmental authority or participating in a legally protected process.
22.6 Confidentiality and costs
The existence, submissions, evidence, hearing, and award in an arbitration will be confidential, except to the extent disclosure is required to enforce an award, comply with law, protect a legal right, or obtain professional advice. The arbitrator may allocate fees and costs in accordance with the applicable rules and law.
22.7 Jury waiver
To the maximum extent permitted by law, each Party waives any right to a trial by jury for a dispute that is litigated rather than arbitrated.
22.8 No class or representative proceedings
To the maximum permitted by applicable law, each Party may bring a dispute against the other only in its individual capacity, and not as a plaintiff, claimant, or member in any purported class, collective, consolidated, representative, or private-attorney-general proceeding. The arbitrator may not consolidate more than one Party's claims, may not preside over any class or representative proceeding, and may award relief only in favour of the individual Party or Parties before the tribunal and only to the extent necessary to resolve the individual claims before it. This Section does not limit any non-waivable right preserved by Section 22.5. If this Section is held unenforceable as to a particular claim or remedy, that claim or remedy will be severed and determined by the Supreme Court of British Columbia sitting in Vancouver, and the remaining claims will proceed in arbitration.
23. Government Customers
23.1 General government use
A government, regulator, law-enforcement agency, Crown entity, municipality, or other public body may subscribe to and use the Service only through a representative authorized to act on its behalf. The Customer’s use of the Service remains subject to this Agreement and any additional terms expressly accepted by QFS. Terms contained in a purchase order, procurement portal, vendor-registration system, policy, procurement document, or other customer-issued document do not supplement, replace, or modify this Agreement, even if QFS accepts the document, processes payment, or provides the Service, unless an authorized representative of QFS expressly agrees to those terms in writing. Nothing in this Section excludes or limits any requirement of applicable law that cannot lawfully be waived, excluded, or varied by agreement.
23.2 United States Government
If Customer is an agency or instrumentality of the United States Government, QLUE Express and the Documentation are “commercial computer software” and “commercial computer software documentation” within the meaning of FAR 12.212 and, for acquisitions by the United States Department of Defense, DFARS 227.7202 (in each case including any successor provision). The United States Government acquires only the rights expressly granted under this Agreement and any written addendum mutually executed by QFS and an authorized United States Government contracting officer, subject in all cases to applicable federal procurement law. No rights are granted by implication. The contractor/manufacturer is QLUE Forensic Systems Inc., whose address is Suite 220 - 1130 West Pender Street, Vancouver, British Columbia, Canada V6E 4A4 , or such other principal place of business as QFS may designate from time to time, including in its then-current notice details under this Agreement.
23.3 No agency endorsement
Customer may not state or imply that QFS, QLUE Express, or Blockchain Intelligence Group endorses Customer, a government agency, an investigation, an enforcement action, or a conclusion, except with QFS’s prior written consent or where accurately required in a legal filing.
24. Notices, Changes, and General Terms
24.1 Notices
QFS may provide notices by email to the address in the Account, through the dashboard, by posting on the Website, or by another electronic method reasonably designed to reach Customer. A notice is effective when sent or posted, unless it states a later date. Customer will send legal notices to legal@blockchaingroup.io and will include Customer’s name, organization, Account email, and sufficient detail to identify the matter. Privacy requests should be sent as described in the Privacy Policy.
24.2 Changes to these Terms
QFS may update these Terms to reflect changes in the Service, business, law, security, or commercial practices. QFS will post the updated version and revise the effective date. For a material change, QFS will provide reasonable advance notice, which may be by email or in-product notice. A change required for security, legal compliance, or to address abuse may take effect immediately. Unless mandatory law requires otherwise, continued use after the effective date constitutes acceptance. If Customer does not agree, Customer must stop using the Service and cancel before the change takes effect. An update does not retroactively alter rights or liabilities that accrued before its effective date.
24.3 Assignment
Customer may not assign, transfer, delegate, sublicense, or otherwise dispose of the Agreement, an Account, or a Subscription without QFS’s prior written consent. QFS may assign the Agreement, in whole or in part, to an affiliate or in connection with a merger, financing, reorganization, sale of shares or assets, transfer of the QLUE Express business, or similar transaction. Subject to the foregoing, the Agreement binds and benefits the Parties and their respective successors and permitted assigns.
24.4 Independent parties
The Parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, employment, fiduciary, franchise, or exclusive relationship. Neither Party may bind the other except as expressly stated.
24.5 Force majeure
QFS is not liable for delay or failure caused by an event beyond QFS’s reasonable control, including natural disaster, epidemic, war, terrorism, civil disorder, labour disruption, utility or internet failure, cyberattack, denial-of-service event, government action, sanctions change, court order, blockchain or protocol failure, supplier or data-provider failure, or interruption of hosting, communications, or financial services. QFS will use commercially reasonable efforts to notify Customer of the event and to resume performance when reasonably practicable. The affected obligation is suspended for the duration of the event, except Customer’s payment obligations, which continue for Services already provided and are not excused or reduced by the event. If the event continues for more than 90 consecutive days, QFS may terminate the affected Subscription on written notice, and QFS's sole liability will be to refund the unused prorated prepaid Fees for the terminated Subscription.
24.6 Severability
If a provision is held invalid, illegal, or unenforceable, it will be enforced to the maximum lawful extent or severed if necessary, and the remaining provisions will continue in effect unless the Agreement would fail in its essential purpose.
24.7 Waiver and remedies
A waiver is effective only if in writing and applies only to the specific instance stated. A delay or failure to enforce a right is not a waiver. Rights and remedies are cumulative unless the Agreement expressly states that a remedy is exclusive.
24.8 No third-party beneficiaries
Except for the QFS Protected Parties entitled to enforce provisions expressly benefiting them, the Agreement does not give rights or remedies to any third party.
24.9 Entire agreement and customer documents
The Agreement is the complete agreement concerning its subject matter and supersedes prior or contemporaneous proposals, statements, communications, negotiations, and agreements concerning QLUE Express, except a separate written confidentiality agreement or data-processing agreement signed by the Parties. A purchase order or other Customer document is for administrative convenience only and does not add or modify terms, even if QFS processes it or accepts payment.
24.10 Language
The Parties have expressly requested that the Agreement and related documents be drawn up in English. Les parties ont expressément demandé que le présent contrat et les documents connexes soient rédigés en anglais. This provision applies only to the extent permitted by applicable law, and QFS will provide another language where mandatory law requires it.
24.11 Interpretation against drafter
The Agreement will be interpreted fairly according to its terms and not strictly for or against either Party based on authorship. Section references are to sections of these Terms unless stated otherwise.
25. Contact Information
Questions about the Agreement, legal notices, and requests for written authorization should be directed to:
| QLUE Forensic Systems Inc. Attention: Legal Suite 220 – 1130 West Pender Street Vancouver, British Columbia, Canada V6E 4A4 Email: legal@blockchaingroup.io Website: https://qlueexpress.com/ |
|---|
Privacy questions and privacy-rights requests should be submitted to the Privacy Officer using the contact information in the QLUE Express Privacy Policy.
SCHEDULE A — ARTIFICIAL INTELLIGENCE AND AUTOMATED FEATURES
A.1 Application
This Schedule applies to QFS’s use of AI Technologies in connection with QLUE Express and to any AI Feature made available through the Service. It supplements the other provisions of the Agreement. Except as expressly stated in this Schedule, all provisions of the Agreement apply to AI Features and AI Outputs.
A.2 QFS research and development
QFS may use AI Technologies for legitimate internal business and technical purposes, including research, software engineering, coding assistance, product development, testing, model evaluation, data analysis, quality assurance, documentation, security, threat detection, customer support, troubleshooting, and improvement of QLUE Express and related products and services.
QFS may use its own AI Technologies or technologies and services supplied by affiliates, licensors, contractors, or third-party providers. QFS remains responsible for its obligations under the Agreement to the extent those obligations are performed through AI Technologies or by a provider acting on QFS’s behalf.
A.3 AI Features
AI Features may include natural-language search, investigative assistance, data extraction, classification, clustering, summarization, narrative generation, report assistance, translation, recommendations, anomaly detection, workflow assistance, or automated execution of in-product investigative steps.
QFS may identify an AI Feature through the interface, Documentation, metadata, feature name, explanatory notice, or other reasonable means. QFS may also identify an Output as AI-generated or AI-assisted. Customer will not remove or obscure a material AI identification, warning, source notice, or limitation included with an AI Feature or AI Output.
An AI Feature may use retrieval from QLUE Analytics, Third Party Data, Customer Content, or other sources made available through the Service. The availability and operation of an AI Feature may depend on the applicable Plan, selected blockchains, Account permissions, jurisdiction, third-party provider, or feature configuration.
A.4 Third-party AI service providers
QFS may use affiliated or third-party AI service providers to provide, host, operate, secure, test, or support an AI Feature. Such providers may process inputs, Customer Content, Queries, and AI Outputs on QFS’s behalf to the extent reasonably necessary for those purposes.
QFS will treat an AI service provider as a service provider or subcontractor under Sections 13 and 14.5. Processing by an AI service provider is also subject to the Privacy Policy and any applicable data-processing terms.
Information may be processed in Canada, the United States, or another country in which QFS or an applicable provider operates, as described in the Privacy Policy. QFS may replace or change an AI model or provider without maintaining the previous model or provider, subject to the Agreement.
If use of a particular AI Feature requires Customer to accept separate third-party terms, QFS will present or reference those terms before Customer activates or uses the feature.
A.5 Customer inputs and instructions
A prompt, instruction, document, case material, note, label, Query, or other information submitted by Customer to an AI Feature is Customer Content and remains subject to Section 9.
Customer is responsible for:
- Having the rights and lawful authority necessary to submit the information;
- Limiting submitted Personal Information and confidential information to what is reasonably necessary;
- Reviewing whether an AI Feature is appropriate for sensitive, privileged, classified, allegation-based, law-enforcement, or regulated information;
- Following feature-specific security instructions and restrictions; and
- Ensuring that submitted instructions are accurate, lawful, and appropriate for the intended investigation.
Customer must not submit private keys, seed phrases, authentication secrets, passwords, malware, or information that would enable unauthorized access to funds or systems.
Use of Customer Content and Queries for model training, fine-tuning, evaluation, or improvement is governed by Section 9.10.
A.6 AI Outputs and human review
An AI Output is generated through automated and probabilistic processes. It may be affected by the information supplied by Customer, available context, Third Party Data, model behaviour, system instructions, retrieval methods, safety controls, and other technical factors.
An AI Output may:
- Contain a factual, analytical, attribution, mathematical, translation, or citation error;
- Generate information that was not present in the underlying source;
- Omit relevant information or context;
- Mischaracterize a transaction, address, person, entity, event, or relationship;
- Contain or reflect bias;
- Be inconsistent with another response;
- Resemble content generated for another customer; or
- Change when the model, prompt, data, configuration, or provider changes.
Customer must independently review and verify material AI Outputs against the underlying blockchain data, Third Party Data, supporting evidence, and other reliable sources.
AI Outputs do not constitute legal, financial, investment, accounting, tax, forensic-accounting, compliance, sanctions, law-enforcement, or other professional advice.
A.7 Automated workflows and user control
An AI Feature may recommend or, where expressly enabled, perform in-product investigative steps based on Customer’s instructions, permissions, configuration, selected parameters, or stop conditions.
Customer is responsible for:
- Reviewing and approving the instructions given to the AI Feature;
- Selecting appropriate permissions, limits, parameters, and stop conditions;
- Monitoring the AI Feature’s activity;
- Reviewing material intermediate and final results; and
- Correcting, stopping, or overriding the workflow where appropriate.
Unless the applicable feature expressly states otherwise and Customer affirmatively authorizes the action, an AI Feature will not initiate a blockchain transaction, transfer or control funds, sign a transaction, submit a legal or regulatory filing, communicate an allegation to a third party, commence an enforcement action, or make a final legal, compliance, investigative, or sanctions decision on Customer’s behalf.
QFS does not assume Customer’s investigative, legal, regulatory, compliance, fiduciary, evidentiary, reporting, or decision-making responsibilities merely because an AI Feature assists with a workflow.
A.8 Customer compliance responsibilities
Customer is responsible for determining whether its use of an AI Feature requires:
- Notice to an investigation subject or another person;
- Consent or another lawful basis;
- A privacy, data-protection, algorithmic, human-rights, or other impact assessment;
- Human review or approval;
- An explanation of an AI-assisted result;
- Recordkeeping or audit documentation;
- A process for correcting or contesting a result; or
- Approval from a court, regulator, agency, employer, client, or other authority.
Customer will not represent that an AI Output was produced entirely by a human where that representation would be misleading or unlawful.
A.9 Ownership and use rights
Customer retains its rights in Customer Content submitted to an AI Feature, subject to the licenses granted in Section 9.
QFS and its affiliates or licensors retain all rights in:
- AI Technologies;
- Models and model configurations;
- System prompts and non-public instructions;
- Retrieval and orchestration methods;
- Guardrails and safety controls;
- Evaluation and testing methods;
- Training and evaluation datasets;
- Software, interfaces, workflows, and Documentation; and
- Improvements and derivative works relating to the foregoing.
AI Outputs are Outputs and may be used by Customer only as permitted under Section 8.
To the extent QFS owns rights in an AI Output, and subject to third-party rights and applicable law, Customer may use that AI Output under the same terms that apply to other Outputs. QFS does not represent that an AI Output is unique, that it qualifies for copyright or other intellectual-property protection, or that a similar or identical output will not be generated for another person.
A.10 Security and prohibited use
Section 12 applies fully to AI Features.
Without limiting Section 12, Customer will not:
- Attempt to discover or extract system prompts, non-public model parameters, model weights, training data, security controls, or internal instructions;
- Use prompt injection, jailbreaks, model extraction, adversarial inputs, or similar techniques to bypass restrictions or obtain unauthorized information;
- Attempt to cause an AI Feature to disclose another customer’s information or QFS Confidential Information;
- Use an AI Feature to create malware, exploit code, fraudulent evidence, impersonation content, unlawful surveillance material, or knowingly false or defamatory allegations;
- Use an AI Feature to unlawfully discriminate against or target a person; or
- Misrepresent an AI Output as verified human analysis or conclusive evidence.
A.11 Changes, beta features, and availability
An AI Feature may be designated as beta, preview, experimental, early access, or evaluation and will then also be subject to Section 14.7.
QFS may modify or replace:
- An AI model;
- A model provider;
- A system prompt;
- A retrieval process;
- A configuration or safety control;
- A supported language;
- A usage limit; or
- Another component of an AI Feature.
A change may alter the form, tone, accuracy, availability, latency, or substance of AI Outputs. QFS is not required to preserve or provide access to a prior model or prior model version.
QFS may restrict, suspend, or discontinue an AI Feature where reasonably necessary because of security, safety, legal, regulatory, licensing, provider, performance, cost, abuse, or operational concerns.
A.12 Disclaimers and risk allocation
Sections 10, 18, 19, and 20 apply to AI Technologies, AI Features, AI Outputs, and related providers.
Without limiting those Sections, QFS does not guarantee that an AI Feature or AI Output will:
- Be accurate, complete, current, unbiased, secure, uninterrupted, or error-free;
- Identify every relevant transaction, address, relationship, risk, or explanation;
- Avoid false positives or false negatives;
- Meet Customer’s legal, evidentiary, professional, or regulatory requirements;
- Be admissible or accepted by a court, regulator, law-enforcement agency, client, or other recipient;
- Be original, unique, protectable, or non-infringing; or
- Produce the same result for the same or similar input.
Customer’s use of and reliance on an AI Feature or AI Output is subject to the exclusions and limitations of liability in Section 20.
A.13 Order of precedence and survival
If this Schedule conflicts with another provision of these Terms, this Schedule governs solely with respect to an AI Feature, subject to the order of precedence in Section 1.2.
The provisions of this Schedule concerning data use, restrictions, ownership, confidentiality, disclaimers, liability, and accrued rights survive expiration or termination of the Agreement to the extent necessary to give them effect.