Terms Of Use And Sale (Draft)

Dated September 2021

Welcome to the Quantum Scientia Ltd (“Quantum Scientia”) at www.quantumscientia.com

Through Quantum Scientia Ltd website, we provides you with access to a variety of resources, including the Website, information about software, services and other merchandise that may or may not be available for purchase, download areas, software and tools, (collectively "Services"). we may also be directly or through their appointed third party to provide these services. The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms of Use and Sale ("Terms of Use and Sale" or "Contract"). By using the Website, purchasing products from the Quantum Scientia or using any Services, you accept and agree to these Terms of Use and Sale, Quantum Scientia's Privacy Statement (see Section 21 below), and applicable terms and conditions, policies or disclaimers referenced herein and accessible through the related hyperlinks (collectively the "Quantum Scientia Policies"). The Quantum Scientia Policies can also be found in the www.quantumscientia.com. We encourage you to read the Quantum Scientia Policies carefully.

TERMS RELATING TO YOUR USE OF THE Quantum Scientia website

1.PERSONAL AND NON-COMMERCIAL USE LIMITATION

Unless otherwise specified, the Quantum Scientia and Services are for your personal and non-commercial use. You may not commercially distribute, publish, license, or sell any information or services obtained from the Quantum Scientia or Services.

2.NOTICE SPECIFIC TO DOCUMENTS AVAILABLE ON THE Quantum Scientia WEBSITE

Documents specified above do not include the design or layout of the Website. Elements of the Websites, are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the Website, may be copied, retransmitted or made available unless expressly permitted by Quantum Scientia or applicable law.

The documents and related graphics published on the Quantum Scientia or Services could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein.

3.MEMBER ACCOUNT, PASSWORD, AND SECURITY

If the Quantum Scientia or any of the Services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password and a user name. You may also be required to accept a service agreement or separate terms of use as a condition of opening the account. You are responsible for keeping your account information and password confidential and are responsible for all activity that occurs under your account. You agree to notify Quantum Scientia without delay of any unauthorized use of your account or any other breach of security.

4.NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Services, you warrant to us that you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Quantum Scientia server, or the network(s) connected to any Quantum Scientia server, or interfere with any other party's use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any Quantum Scientia server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. You may not use the Services in a way that infringes rights of third parties, including, but not limited to, willfully harming a person or entity, including Quantum Scientia.

Quantum Scientia reserves the right at all times to disclose any information, the disclosure of which is necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, where there is reasonable justification to do so.

5.MATERIALS THAT YOU PROVIDE TO Quantum Scientia OR POST ON THE WEBSITE

Quantum Scientia does not claim ownership of the materials you provide to Quantum Scientia (including test data, feedback, ratings, and suggestions) or post, upload, input or submit to any Services or its associated services for review by the general public, or by the members of any public or private community, (each a "Submission" and collectively "Submissions"). However, Quantum Scientia shall be permitted to use your Submission, including your name, for the purpose for which it was submitted.

No compensation will be paid with respect to the use of your Submission. Quantum Scientia is under no obligation to post or use any Submission you may provide and Quantum Scientia may remove any Submission at any time in its sole discretion.

You warrant and represent that you own or otherwise control all of the rights to your Submission as described in these Terms of Use and Sale including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

6.LINKS TO THIRD PARTY WEBSITES

Quantum Scientia may include links to third party websites that let you leave the Website. These linked sites are not under the control of Quantum Scientia and Quantum Scientia is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Quantum Scientia is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Quantum Scientia of the site. Your use of the third party website may be subject to that third party's terms and conditions.

TERMS RELATING TO THE SALE OF PRODUCTS TO YOU

Quantum Scientia may through this website sell products directly to you, or designate third-party service providers as authorized sellers for their products.If you purchase from an authorized third-party service provider of Quantum Scientia, terms of sale will be entered into by you and the service provider

7.GEOGRAPHIC AVAILABILITY

The Quantum Scientia is intended for use by customers who reside in the region serviced by this Website and there may be limits on where we can ship products as set forth in our shipping policies. To complete your purchase, you must have a valid billing and shipping address within that region.

8.END USERS ONLY

You must be an end user in order to purchase products from the Quantum Scientia. Resellers are not eligible to purchase from the Website.

9.EXPORT LIMITATIONS

Products purchased from the Quantum Scientia (including hardware, software and software downloads) may be subject to customs and export control laws and regulations. You agree to comply with all international and national laws and regulations that apply to you in relation to such products.

10.ACCURACY OF BILLING AND ACCOUNT INFORMATION

You agree to provide current, complete, and accurate purchase and account information for all purchases made at the Quantum Scientia. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed in connection with your transactions.

11.PRODUCT AVAILABILITY AND QUANTITY AND ORDER LIMITS

Product prices and availability are subject to change at any time and without notice, but you will always be charged the price which is displayed at the time you confirm your order. Quantum Scientia may place a limit on the quantities that may be purchased per order, per account, per credit card, per person, or per household which you will be informed of on the Website or prior to us accepting your order.

Quantum Scientia may refuse or reject any order at any time, refunding you any monies you have paid for the order, for legitimate reasons which include, but are not limited to, if you have not met the conditions specified at the time of the order, if your payment cannot be processed, if the ordered products or services are not available, or for obvious errors on the Website or made in connection with your order. If we are unable to supply the products or services that you ordered, we will contact you and may offer you an alternative product to consider instead. If you do not choose to purchase the alternative product, we will cancel your order. In the event of obvious errors on the Website or made in connection with your order, we reserve the right to correct the error and charge you the correct price. In that situation, we will contact you and offer you the option of purchasing the product at the correct price or canceling your order.

12.SOFTWARE PURCHASES AND LICENSE TERMS

Any software that is made available to download from the Quantum Scientia (“Software”) and other merchandise (including services) available on the Quantum Scientia or Services is the copyrighted work of Quantum Scientia and/or its suppliers. When you purchase Software, you are actually purchasing a license to use the Software rather than purchasing the Software itself. Software licenses purchased at the Quantum Scientia are subject to the license agreement that accompanies the Software product (the "License Agreement"). You will be required to agree to the terms and conditions of the License Agreement at the time you install the Software.

PLEASE CONTACT THE Quantum Scientia (AS DESCRIBED IN SECTION 26.5 BELOW) IF YOU WOULD LIKE A COPY OF THE APPLICABLE LICENSE AGREEMENT, AT NO COST, BEFORE YOU OPEN THE SOFTWARE.

Any reproduction or redistribution of the Software or merchandise not in accordance with the relevant License Agreement and applicable law is expressly prohibited and may result in severe civil and criminal penalties. Violators risk being prosecuted to the maximum extent possible.

FOR YOUR CONVENIENCE, Quantum Scientia MAY MAKE AVAILABLE AS PART OF THE Quantum Scientia OR SERVICES, OR IN ITS SOFTWARE OR MERCHANDISE, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD WHICH ARE NOT PART OF THE PRODUCT OR SERVICES SOLD. TO THE EXTENT PERMITTED BY APPLICABLE LAW, Quantum Scientia DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES.

Please respect the intellectual property rights of others when using the tools and utilities made on the Quantum Scientia or Services, or in Software products or merchandise.

13.ELECTRONIC SOFTWARE DOWNLOADS

Electronic Software download (“ESD”) products are delivered to you by making a download link available in your Quantum Scientia account associated with your product purchase. For ESD subscription products, different terms and storage rights may apply, which you will be asked to review and agree to at the time of your subscription.

You agree that Quantum Scientia may cancel or modify our digital key storage program at any time. You also agree that Quantum Scientia may stop supporting the storage of keys for one or more products at any time and for legitimate reasons, including, by way of example, at the end of the product support life cycle, after which you will no longer have access to the download link or digital key.

14.OTHER TERMS AND CONDITIONS

In addition to Software and ESD products, other products and services available for purchase or trial on Quantum Scientia may also be offered to you subject to separate end user license agreements, terms of use, terms of service or other terms and conditions. If you purchase or use those products, you may be required to also accept those terms as a condition of purchase, install or use.

15.PRICE AND PAYMENT

The price of products at Quantum Scientia will be as stated on the Website.

Pricing at Quantum Scientia is based on sales of Software and hardware to individual end consumers. If you are purchasing for a commercial, educational or government organization, please contact us for more information about our volume licensing programs.

Prices shown on the Website exclude all taxes or charges (“Taxes”) that may apply to your purchase. Prices shown on the Website also exclude delivery costs. Taxes and delivery costs will be added to the amount of your purchase and shown on the check-out page. You will have an opportunity to review all of the taxes and delivery costs that apply to your purchase before you confirm your purchase.

Product offers on Quantum Scientia do not constitute binding offers by us. By clicking “complete purchase,” “submit order” or the comparable button to send your order to us, you make a binding offer in relation to all of the products in your cart. If we accept your order, you will receive an automated purchase confirmation email. The purchase contract is concluded by this email.

Quantum Scientia offers different payment options as identified on our Website. We reserve the right to change our payment options at any time and for any reasons.

16.RETURN POLICY

Quantum Scientia's return policy is set out below. The return policy is provided in addition to any statutory return rights that you may have under law.

(i)All ESD product cannot be refunded, returned or exchanged; and

All returns should be accompanied by the original receipt or gift receipt, the original documentation, instruction manuals, registration, parts and components (including cables, controllers, and accessories) and the manufacturer's packaging. Subject to applicable law, failure to include such items may prevent or delay your refund or exchange or result in additional fees and Quantum Scientia reserves the right to deny any return or exchange if it fails to meet our return criteria.

Exceptions:

When we offer promotions that enable you to save money by purchasing a combination of products together, all of the products purchased as part of the promotion must be returned in order to receive a refund. If your promotion included a service that you have already used, the full retail value of the service will be deducted from the amount of your refund.

Trial period offers. If you are taking part in any trial period offer, you must cancel the service by the end of the trial period to avoid incurring new charges unless we notify you otherwise. If you do not cancel the service at the end of the trial period, we may charge you for the service.

17.CUSTOMER SERVICE

TERMS RELATING TO BOTH YOUR USE OF THE Quantum Scientia AND SALES TO YOU

18.VARIATION OF TERMS

The Terms of Use and Sale in force at the time you consented to them will govern your purchase and serve as the purchase contract between us. Before your next purchase, Quantum Scientia may have updated the Terms of Use and Sale without notice to you. Please be sure to review the current Terms of Use and Sale each time you visit the Quantum Scientia website.

19.LIMITATIONS ON USE BY MINORS

You must have reached the age of majority in your province/territory of residence to purchase products from the Quantum Scientia.

20.PRIVACY AND PROTECTION OF PERSONAL INFORMATION

Information about you and your purchase history is treated in accordance with Our Privacy Statement .

21.ERRORS ON SITE

We work hard to publish information accurately, update the Website regularly and correct errors when discovered. However, any of the content on our Website may be incorrect or out of date at any given time. We reserve the right to make changes to the Quantum Scientia Website at any time, including to product prices, specifications, offers and availability.

22.TERMINATION OF SITE USE

Quantum Scientia may terminate your account or use of the Quantum Scientia Website at any time for legitimate reasons, including, without limitation, if you are in breach of these Terms of Use and Sale or if the Website is no longer operated by Quantum Scientia. By using the Quantum Scientia, you agree to be responsible for any orders you make or charges you incur prior to such termination. Quantum Scientia may change, discontinue, or otherwise suspend the Quantum Scientia at any time, for any reason, and without prior notice to you. If such a change, discontinuance or suspension impacts your use of the Service or/product or otherwise disrupts your order, please contact the Quantum Scientia.

23.DISCLAIMER AND LIMITATION OF LIABILITY

THE TERMS OF THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY MANDATORY APPLICABLE LAW. THIS SECTION IS NOT INTENDED AND DOES NOT OPERATE TO LIMIT OUR LIABILITY TO THE EXTENT WE MAY BE LIABLE TO YOU UNDER LAW OR PURSUANT TO ANY STATUTORY RIGHTS WHICH APPLY TO YOU.

THE PRODUCTS SOLD ON Quantum Scientia ARE SUBJECT TO ANY STATUTORY WARRANTIES AND, WHERE APPLICABLE, ONLY WARRANTED ACCORDING TO THE TERMS OF ANY LICENSE AGREEMENT OR MANUFACTURER WARRANTY THAT MAY ACCOMPANY THE PRODUCTS.

EXCEPT AS EXPRESSLY GUARANTEED IN THE LICENSE AGREEMENT OR IN ANY MANUFACTURER GUARANTEE THAT MAY ACCOMPANY THE PRODUCT, NO GUARANTEE IS PROVIDED.

Quantum Scientia MAKES NO SPECIFIC REPRESENTATIONS OR WARRANTIES AND PROVIDES NO ASSURANCE OF ANY CONDITION WITH REGARD TO THE PRODUCTS, INCLUDING REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Quantum Scientia WILL PROVIDE YOU WITH THE PROTECTION AND BENEFIT OF ANY APPLICABLE LAW OR STATUTORY WARRANTIES WHICH APPLY TO DEFECTIVE PRODUCTS.

THE Quantum Scientia AND ITS CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER Quantum Scientia NOR ITS SUPPLIERS MAKE ANY REPRESENTATIONS OR GIVE ANY ASSURANCE OTHER THAN EXPRESSLY CONTAINED HEREIN REGARDING THE Quantum Scientia, INCLUDING THAT YOUR USE OF THE Quantum Scientia WILL BE UNINTERRUPTED OR ERROR FREE. WE DO NOT DISCLAIM EITHER OUR OR OUR AGENT'S LIABILITY FOR FRAUD OR FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE.

24.GENERAL LEGAL TERMS

24.1 Interpreting the Contract

If, in any jurisdiction, any provision of this Contract or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective without invalidating the remaining provisions of this Contract and without affecting the validity or enforceability of such provisions in any other jurisdiction or without affecting its application to other parties or circumstances. Where possible, any such provision shall apply to the fullest extent permitted by law and be interpreted and applied to a lesser extent, where necessary to be valid. Other terms may apply if you purchase products or services from other Quantum Scientia websites.

24.2 Assignment

We may assign, transfer or otherwise dispose our rights and obligations under this Contract, in whole or in part, at any time without notice to you. You may not assign this contract or transfer any rights hereunder.

24.3 No Third Party Beneficiaries

This Contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.

24.4 Claims

Claims must be filed within the period of time required by your local law. If your claim isn't filed in time, it is permanently barred.

24.5 Notices and Communication

For customer support inquiries, please see the Contact page on the Website. For disputes, please contact us at the address listed at the top of these Terms of Use and Sale.

24.6 Governing Law

Singapore law governs the interpretation of this Contract and applies to claims for breach of it regardless of conflict of laws principles. All other claims, including claims regarding breach of contract, breach of warranty, consumer protection laws, will be subject to the laws of the province/territory where you live at the time of your purchase of the relevant products or services. Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity, or termination, will be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Center (SIAC), for the time being in force, which rules are deemed to be incorporated by reference into this clause. The Tribunal will consist of one arbitrator to be appointed by the Chairman of SIAC. The language of the arbitration will be English. The decision of the arbitrator will be final, binding and incontestable, and it may be used as a basis for judgment in any country or region.

25.NOTICES

Notifications of claimed copyright infringement should be sent to Quantum Scientia's designated agent. For details and contact information, see Notice and Procedure for Making Claims of Copyright Infringement at: http://www.Quantum Scientia.com/info/cpyrtInfrg.htm . INQUIRIES THAT ARE SUBMITTED BUT ARE NOT RELEVANT TO THE PROCEDURE WILL RECEIVE NO RESPONSE.

Copyright and trademark notices

All contents of Quantum Scientia products are Copyright © 2021 Quantum Scientia Ltd. All rights reserved. Quantum Scientia and its suppliers suppliers own the title, copyright, and other intellectual property rights in Quantum Scientia products. Quantum Scientia and the names, logos, and icons of all Quantum Scientia products and services may be either trademarks or registered trademarks of Quantum Scientia in the United States, Canada and/or other countries.