QGI Commercial Model License 1.0

QGI Commercial Model License, Version 1.0 Effective Date: April 20, 2026 Licensor: Quantum General Intelligence, Inc. ("QGI"), a Delaware corporation with its principal place of business in the United States. Model: Q-Prime (the `qgi/qgi-quantum-embed` model and all parameters, configuration, code, documentation, and other files distributed with it). IMPORTANT — READ CAREFULLY BEFORE USING THE MODEL. By downloading, accessing, copying, installing, incorporating, fine-tuning, distilling, evaluating, or otherwise using the Model or any portion of it, You ("Licensee") agree to be bound by this QGI Commercial Model License, Version 1.0 ("License"). If You do not agree to every term of this License, You are not granted any rights in the Model and must not download, access, or use it. 1. Definitions 1.1 "Affiliate" of a party means any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means ownership of more than 50% of the voting securities or equivalent interest. 1.2 "Commercial Use" means any use of the Model or its Outputs that is directly or indirectly intended for, or results in, commercial advantage, monetary compensation, or inclusion in a product or service offered to any third party. Commercial Use includes but is not limited to: (a) use in any production system; (b) use in any system that generates revenue or user value; (c) use in any system offered to customers, clients, end users, or partners; (d) use by or on behalf of a for-profit entity for its core or supporting business activities; (e) hosting the Model as a service; and (f) redistribution of the Model or any Derivative Model. 1.3 "Derivative Model" means any machine-learning model produced in whole or in part from the Model, including but not limited to: (a) fine-tuned, adapted, quantized, compressed, or pruned versions of the Model; (b) models produced by distillation, knowledge transfer, or training on Outputs of the Model as targets or as synthetic training data; (c) merged, ensembled, or composed models incorporating any portion of the Model; and (d) any model trained with the purpose of replicating, approximating, or competing with the Model. 1.4 "Evaluation Use" means Use strictly limited to (a) internal, non-production evaluation by Licensee for a period not exceeding 90 days from Licensee's first download of the Model; (b) academic or non-commercial research, subject to the attribution requirements in Section 8; and (c) personal experimentation by a natural person for non-commercial purposes. Evaluation Use explicitly excludes any Commercial Use. 1.5 "Output" means any data, result, or other artifact produced by executing the Model on input data, in any form. 1.6 "Permitted Commercial License" means a separate, written commercial license or order form executed by QGI and Licensee that expressly authorizes specific Commercial Use of the Model. A Permitted Commercial License is required for any Commercial Use and is not granted by this License. 1.7 "QGI Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, methods, datasets, evaluation practices, and other intellectual property owned by or licensed to QGI and embodied in or related to the Model. 1.8 "Use" means any of the following, whether performed by Licensee, its Affiliates, or its authorized Service Providers: downloading, accessing, copying, installing, hosting, incorporating, evaluating, testing, running, fine-tuning, distilling, analyzing, benchmarking, or otherwise interacting with the Model or any file distributed with it. 2. Ownership and IP Retention 2.1 Ownership. The Model, all QGI Intellectual Property, all copies of the Model, and all modifications and Derivative Models (except as provided in Section 6.2 for Outputs) are and shall remain the sole and exclusive property of QGI. This License transfers no ownership. All rights not expressly granted in this License are reserved by QGI. 2.2 Trade Secrets. All methods, practices, datasets, and know-how used by QGI in the development, training, evaluation, and operation of the Model, other than information that QGI has publicly and expressly disclosed in writing, are confidential trade secrets of QGI. Disclosure, reproduction, or use of these trade secrets outside the scope of this License or a Permitted Commercial License is prohibited. 2.3 Trademarks. "Quantum General Intelligence, Inc.", "Quantum General Intelligence", "QGI", "Q-Prime", "QAG", "Quantum-Augmented Generation", "Neural Symbolic Agents", "Qualtron", and all associated logos, designs, and product names are trademarks or service marks of Quantum General Intelligence, Inc. Except for the attribution uses required by Section 8, this License grants no right to use any QGI trademark. 2.4 Third-Party Components. The Model may incorporate one or more third-party components that are independently distributed by their original authors under their respective licenses. Licensee's use of any such third-party component remains subject to the terms of its original license. All adaptations, additions, and original components contributed by QGI, and the assembled Model as distributed in this repository, are the original work of QGI and are licensed under this License. 3. Limited Evaluation Grant 3.1 Scope. Subject to Licensee's continuous compliance with this License, QGI grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, royalty-free license, during the Evaluation Use period defined in Section 1.4, solely to perform Evaluation Use of the Model on Licensee's own computing resources or on computing resources operated by a Service Provider on Licensee's behalf and subject to the Service Provider's agreement to equivalent confidentiality and use restrictions. 3.2 Term. The Evaluation Grant begins on Licensee's first download of the Model and expires upon the earlier of: (a) 90 calendar days later; (b) Licensee's commencement of any Commercial Use; (c) Licensee's breach of this License; or (d) notice of termination from QGI. 3.3 No Commercial Use Under Evaluation Grant. The Evaluation Grant does not authorize any Commercial Use. Any Commercial Use requires a Permitted Commercial License obtained under Section 4 before the Commercial Use begins. 3.4 Fine-Tuning During Evaluation. During the Evaluation Use period, Licensee may fine-tune the Model on its own data for the sole purpose of internal, non-production evaluation. Any fine-tuned artifact produced during the Evaluation Use period is a Derivative Model and is subject to all restrictions of this License, including the prohibition on distribution and Commercial Use without a Permitted Commercial License. 4. Commercial Use Requires a Permitted Commercial License 4.1 Any Commercial Use of the Model, the Outputs, or any Derivative Model requires a Permitted Commercial License executed in writing by an authorized representative of QGI. Commercial terms (fees, term, scope, support, SLA, audit rights, indemnity) are agreed on a per-order basis. 4.2 Commercial licensing contact: `contact@qgi.dev`. QGI offers evaluation, pilot, and production commercial tiers. The absence of a signed Permitted Commercial License is conclusive evidence that Commercial Use is not authorized. 4.3 Nothing in this License grants Licensee any option, right of first refusal, or most-favored-customer right with respect to a Permitted Commercial License. 5. Restrictions Licensee shall not, and shall not permit any third party (including any Affiliate or Service Provider) to: 5.1 No Redistribution. Distribute, publish, sell, sublicense, host for third-party access, or otherwise make the Model, any parameter, configuration, or component of the Model, or any file distributed in this repository available to any third party outside the Licensee's own organization, whether publicly or privately, whether alone or incorporated into another product. Redistribution requires a Permitted Commercial License. 5.2 No Derivative Models Without Permission. Produce any Derivative Model for Commercial Use, for redistribution, or for publication without a Permitted Commercial License that expressly authorizes the Derivative Model and its use. 5.3 No Competing-Model Training. Use the Model, any Derivative Model, or any Output to train, fine-tune, evaluate, distill, benchmark for training purposes, or produce synthetic training data for any machine-learning model that is intended to or reasonably likely to compete with the Model, with QAG, with the Neural Symbolic Agents platform, with any Qualtron model, or with any successor commercial product of QGI. 5.4 No Distillation Into Public or Competing Models. Use Outputs as training targets for any publicly released model, for any model distributed under a more permissive license than this License, or for any model that is inconsistent with Section 5.3. 5.5 No Reverse Engineering of Trade Secrets. Reverse-engineer, decompile, disassemble, or otherwise attempt to derive any undisclosed methods, practices, materials, or other QGI trade secrets from the Model, from its Outputs, or from its documentation, except to the extent that reverse engineering of interoperability interfaces is expressly permitted by applicable law and cannot be waived by contract, and in that case only to the minimum extent necessary and only after written notice to QGI. 5.6 No Removal of Notices. Remove, obscure, or alter any copyright, patent, trademark, attribution, or other proprietary notice appearing in or on the Model, in any file distributed with the Model, or in any documentation. 5.7 No Export-Control Violations. Use, export, re-export, transfer, or make available the Model, Outputs, or any Derivative Model in any manner that violates any applicable export-control, sanctions, or trade law, including regulations administered by the United States Department of Commerce, the United States Department of the Treasury Office of Foreign Assets Control, the European Union, or any other competent authority. 5.8 No Safety-Critical Use Without Qualified License. Use the Model or any Output in any system for which foreseeable failure would cause (a) material harm to the life, physical safety, or fundamental rights of any individual; (b) a fully automated decision that materially affects an individual's legal rights, employment, housing, credit, healthcare access, education, or liberty without qualified human review; or (c) any use classified as "high-risk" or equivalent under the EU AI Act, the NIST AI Risk Management Framework, or analogous frameworks — except under a Permitted Commercial License that expressly authorizes such use and that sets out responsibility allocation, documentation, monitoring, and human-oversight obligations. 5.9 No Misrepresentation. Represent the Model, its Outputs, or any Derivative Model as certified, endorsed, warranted, or indemnified by QGI except as expressly stated in a Permitted Commercial License. Represent the compliance posture of Licensee's products or systems to any regulator, customer, or counter-party in a manner that misrepresents the role, capabilities, or limitations of the Model. 5.10 No Use of Trademarks Beyond Attribution. Use QGI's trademarks (including those listed in Section 2.3) except to provide the accurate attribution required by Section 8 and to factually identify the Model in documentation, research, or internal records. 6. Outputs 6.1 Licensee's Content. As between QGI and Licensee, Licensee retains all right, title, and interest in any data or text that Licensee submits to the Model as input. 6.2 Outputs — Licensee Ownership, Subject to Restrictions. Subject to this License, as between QGI and Licensee, Licensee owns the Outputs that Licensee produces from its own input data during authorized Use. Licensee's ownership of Outputs does not relieve Licensee of the restrictions in Section 5 — in particular, Outputs may not be used for Competing-Model Training (Section 5.3) or for public distillation (Section 5.4) without a Permitted Commercial License. 6.3 No Accuracy Warranty on Outputs. Outputs may be inaccurate, incomplete, or unsuitable for any particular purpose. Licensee is solely responsible for validating Outputs before relying on them for any decision. 7. Feedback If Licensee sends QGI any suggestion, bug report, evaluation result, use case, or other feedback relating to the Model ("Feedback"), Licensee grants QGI a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable license to use, copy, modify, distribute, and incorporate the Feedback in any QGI product, service, or documentation, and waives any rights of attribution or consultation with respect to the Feedback. 8. Attribution 8.1 Required Attribution in Academic Publications. Any academic paper, preprint, or technical report that reports results obtained using the Model shall cite the paper described in the Model's `README.md` under "Citation" and shall clearly state that the Model was used. 8.2 Required Notice in Derivative Works. Any Derivative Model produced under a Permitted Commercial License, and any product or service that incorporates the Model or a Derivative Model, shall preserve the following notice in accompanying documentation: > "This system incorporates Q-Prime, a model of Quantum General Intelligence, Inc. ('QGI'), used under a QGI Commercial Model License. Q-Prime is a trademark of Quantum General Intelligence, Inc." 8.3 No Endorsement. Attribution under this Section 8 does not imply endorsement by QGI and shall not be presented in a manner that suggests QGI certifies, approves, or warrants Licensee's product, service, or claims. 9. Export Control and Sanctions The Model and related technology are subject to the export-control and economic-sanctions laws of the United States and other jurisdictions. Licensee represents and warrants that: (a) neither Licensee nor any of its Affiliates, employees, or authorized users is a Prohibited Party (as defined by applicable sanctions lists); (b) the Model and its Outputs will not be used for, exported to, or re-exported to any embargoed country or Prohibited Party; and (c) the Model and its Outputs will not be used in connection with the development of weapons of mass destruction, including nuclear, chemical, biological, or missile weapons, or in any other manner prohibited by law. 10. Audit (Permitted Commercial License Only) Where Licensee operates under a Permitted Commercial License, QGI may, upon reasonable advance written notice and no more often than once per calendar year (except where QGI has a reasonable basis to believe a breach has occurred), audit Licensee's records and deployments that are relevant to Licensee's compliance with the Permitted Commercial License and with Sections 5 and 6 of this License. Audits shall be conducted in a manner that minimizes disruption to Licensee's business and under reasonable confidentiality protections. This Section 10 does not apply to Evaluation Use. 11. Term and Termination 11.1 This License takes effect on Licensee's first Use of the Model and continues until terminated under this Section 11. 11.2 Termination for Breach. QGI may terminate this License immediately upon written notice if Licensee breaches any term. In addition, this License terminates automatically and without notice upon any breach of Section 5 (Restrictions) or Section 9 (Export Control and Sanctions). 11.3 Defensive Patent Termination. If Licensee or any Affiliate of Licensee institutes a patent, copyright, or other intellectual-property action or proceeding against QGI, its Affiliates, its contributors, or its users alleging that the Model or any QGI product or service infringes any of Licensee's intellectual-property rights, then all licenses granted to Licensee under this License terminate automatically and without notice as of the date the action is filed. 11.4 Effect of Termination. Upon termination of this License, Licensee shall immediately: (a) cease all Use of the Model, Outputs, and any Derivative Model (except to the extent expressly permitted under a Permitted Commercial License that survives by its own terms); (b) permanently delete all copies of the Model, Outputs generated under this License, and any Derivative Model in Licensee's possession or control; and (c) upon QGI's request, certify in writing that Licensee has complied with clauses (a) and (b). 11.5 Survival. Sections 2, 5, 6.3, 7, 8, 9, 11.4, 12, 13, 14, and 15 survive termination. 12. Disclaimer of Warranties THE MODEL, ALL FILES DISTRIBUTED WITH IT, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. QGI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, QGI DOES NOT WARRANT THAT THE MODEL OR OUTPUTS ARE ERROR-FREE, SECURE, UNINTERRUPTED, OR WILL MEET LICENSEE'S REQUIREMENTS. 13. Limitation of Liability 13.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QGI OR ITS AFFILIATES, CONTRIBUTORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY; OR ANY COST OF SUBSTITUTE GOODS OR SERVICES; ARISING OUT OF OR RELATED TO THIS LICENSE, THE MODEL, OR ANY OUTPUT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT QGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13.2 Cap on Direct Damages. QGI'S TOTAL AGGREGATE LIABILITY UNDER THIS LICENSE, REGARDLESS OF THE FORM OR BASIS OF THE CLAIM, SHALL NOT EXCEED: (A) UNDER A PERMITTED COMMERCIAL LICENSE, THE AMOUNTS PAID BY LICENSEE TO QGI UNDER THAT PERMITTED COMMERCIAL LICENSE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) IN THE ABSENCE OF A PERMITTED COMMERCIAL LICENSE, ONE HUNDRED U.S. DOLLARS ($100.00). 13.3 Basis of the Bargain. LICENSEE ACKNOWLEDGES THAT QGI HAS SET ITS PRICING AND ENTERED INTO THIS LICENSE IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS IN SECTIONS 12 AND 13, AND THAT THESE DISCLAIMERS AND LIMITATIONS ALLOCATE THE RISKS BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN. THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 14. Indemnification by Licensee Licensee shall defend, indemnify, and hold harmless QGI, its Affiliates, and their respective officers, directors, employees, contractors, and agents from and against any claim, demand, loss, damage, liability, judgment, settlement, or expense (including reasonable attorneys' fees) arising out of or related to: (a) Licensee's breach of this License; (b) Licensee's Use of the Model outside the scope of this License or a Permitted Commercial License; (c) Licensee's misrepresentation of the Model, its Outputs, or QGI; (d) any claim that Licensee's input data or use of Outputs infringes any third-party right; or (e) Licensee's violation of any applicable law, including export-control and sanctions laws. 15. Equitable Relief Licensee acknowledges that breach of Section 2 (Ownership), Section 5 (Restrictions), or Section 9 (Export Control) may cause irreparable harm to QGI for which monetary damages would be inadequate, and agrees that QGI is entitled to seek injunctive and other equitable relief, without the requirement to post bond, in addition to any other remedies available at law or in equity. 16. General 16.1 Governing Law; Venue. This License is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. Any action arising out of or relating to this License shall be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party consents to the personal jurisdiction of those courts. 16.2 No Assignment. Licensee may not assign this License, in whole or in part, by operation of law or otherwise, without QGI's prior written consent. Any attempted assignment in violation of this Section is void. QGI may freely assign this License. 16.3 Independent Contractors. The parties are independent contractors. This License does not create any partnership, joint venture, agency, or employment relationship. 16.4 Notices. Notices to QGI shall be sent to `legal@qgi.dev` with a copy to `contact@qgi.dev`. Notices to Licensee may be sent to any email address on file with QGI or to Licensee's principal place of business. 16.5 Entire Agreement. This License, together with any applicable Permitted Commercial License, constitutes the entire agreement between the parties regarding the Model and supersedes all prior and contemporaneous understandings, whether written or oral. 16.6 Amendment. QGI may publish updated versions of this License under different version numbers. Licensee's Use of the Model will continue to be governed by the version of this License in effect on Licensee's first Use, unless Licensee downloads a later version of the Model, in which case Use of that later version is governed by the License distributed with it. 16.7 Severability. If any provision of this License is held unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be construed to give the fullest effect permitted by law. 16.8 No Waiver. Failure by QGI to enforce any provision of this License is not a waiver of future enforcement of that or any other provision. 16.9 U.S. Government End Users. The Model is a "commercial item" under FAR 2.101 and is provided to U.S. Government end users with only those rights granted in this License. 16.10 Headings. Section headings are for convenience only and do not affect interpretation. END OF LICENSE © 2025-2026 Quantum General Intelligence, Inc. All rights reserved. "Q-Prime", "QAG", "Quantum-Augmented Generation", "QGI", "Neural Symbolic Agents", and "Qualtron" are trademarks of Quantum General Intelligence, Inc. Quantum General Intelligence, Inc. is a Delaware corporation. For commercial licensing inquiries, contact `contact@qgi.dev`.