Quantum Ridge Systems, Inc. · A South Carolina Corporation
Subscription Agreement for Access to the Arcanium Geospatial Analytics Platform
Document No. QRS-CTR-001 · Version 1.0 · Effective 11 August 2026
| Provider | Quantum Ridge Systems, Inc., a South Carolina corporation, 220 N. Main Street, Suite 500, Greenville, SC 29601 |
|---|---|
| Subscriber | The individual or entity that accepts these Terms and subscribes to the Service |
| Effective Date | 11 August 2026 |
| Version | 1.0 |
| Acceptance | By electronic assent at the point of subscription, or by accessing or using the Service |
(a) “Agreement” means these Terms of Service, together with any order form, subscription plan description, or supplemental terms incorporated by reference.
(b) “Company,” “we,” or “us” means Quantum Ridge Systems, Inc., a South Carolina corporation.
(c) “Subscriber” or “you” means the individual or legal entity that accepts this Agreement and subscribes to the Service. Where an individual accepts on behalf of an entity, that individual represents that they are authorized to bind the entity, and “Subscriber” means the entity.
(d) “Service” means the Arcanium geospatial analytics platform, including the hosted web application, application programming interfaces, documentation, and any updates or successor versions made generally available to subscribers of the applicable plan.
(e) “Source Data” means third-party datasets ingested by the Service, including datasets published by agencies of the United States government and other public or licensed sources.
(f) “Platform Output” means the scores, indices, rankings, derived layers, model results, visualizations, and other materials generated by the Service, including all weightings, methodologies, and scoring frameworks embodied in them.
(g) “Subscriber Data” means data, parameters, boundaries, and other content that Subscriber uploads to or enters into the Service.
(h) “Subscription Term” means the billing period elected by Subscriber, together with each renewal period, until terminated in accordance with Section 6.
(a) This Agreement takes effect when Subscriber first accepts it by electronic assent at the point of subscription, or, if earlier, when Subscriber first accesses or uses the Service. The Company retains a record of each acceptance, including the date, time, and version of the Terms accepted.
(b) Subscriber must be at least eighteen (18) years of age and must have the legal capacity to enter into a binding contract. The Service is offered for business and professional use and is not directed to consumers for personal, family, or household purposes.
(c) Subscriber may not access or use the Service if Subscriber is located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive United States economic sanctions, or if Subscriber is identified on any restricted party list maintained by the United States government.
(a) Subject to this Agreement and to timely payment of all fees, the Company grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term for Subscriber’s internal business purposes.
(b) The Service is provided as hosted software. No copy of the Service is delivered, licensed, sold, or otherwise transferred to Subscriber, and Subscriber acquires no rights in the Service other than the limited right of access expressly granted in this Section.
(c) Access credentials are issued to named users and may not be shared. Subscriber is responsible for maintaining the confidentiality of its credentials and for all activity occurring under its account, whether or not authorized by Subscriber. Subscriber shall notify the Company promptly upon becoming aware of any unauthorized use of its account.
(d) The number of authorized users, the geographic or data scope available, the rate of permitted queries, and other functional limits are determined by the subscription plan elected by Subscriber.
Subscriber shall not, and shall not permit any third party to:
(a) resell, sublicense, rent, lease, distribute, or otherwise make the Service or any Platform Output available to any third party, except as expressly permitted by the applicable subscription plan;
(b) access or use the Service, or any Platform Output, to develop, train, benchmark, or improve any product or service that competes with the Service;
(c) use any automated means to scrape, crawl, harvest, index, or systematically extract data or Platform Output from the Service, or otherwise access the Service other than through the interfaces the Company makes available;
(d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, methodologies, weightings, or scoring frameworks underlying the Service, except to the extent that this restriction is unenforceable under applicable law;
(e) remove, obscure, or alter any proprietary notice, attribution, or watermark appearing in or on the Service or any Platform Output;
(f) circumvent or attempt to circumvent any usage limit, access control, authentication measure, or security feature of the Service;
(g) use the Service in violation of any applicable law or regulation, or in any manner that infringes or misappropriates the rights of any third party; or
(h) upload to the Service any material that is unlawful, that contains malicious code, or that Subscriber lacks the right to submit.
(a) Subscriber shall pay the fees for the subscription plan elected at the time of subscription, at the rates then in effect. Fees are stated in United States dollars.
(b) Fees are billed in advance of each Subscription Term. Subscriber authorizes the Company and its payment processor to charge the payment method on file for all fees when due, including on each automatic renewal.
(c) Payments are processed by a third-party payment processor. Subscriber’s use of that processor is governed by the processor’s own terms, and Subscriber is responsible for the accuracy and currency of the payment information it provides. The Company does not store full payment card numbers.
(d) Except where expressly stated otherwise in this Agreement or required by applicable law, fees are non-refundable, and no credit or refund is given for partial periods, unused access, or capacity not consumed.
(e) If a charge is declined or reversed, the Company may retry the charge, suspend access under Section 15, or both. Amounts not paid when due may bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.
(f) Fees are exclusive of all sales, use, value-added, communications, excise, and other taxes and governmental charges, however designated, other than taxes on the Company’s net income. Where the Company is required to collect such taxes, they will be added to the amount charged. Subscriber shall provide any valid exemption certificate on which it relies.
(g) The Company may change its fees prospectively. A change in fees takes effect at the start of the next Subscription Term following notice to Subscriber, and Subscriber may decline the change by cancelling before that term begins.
(h) Where a subscription plan includes a stated allowance of analyses, an analysis requested beyond that allowance is charged separately, priced by the area analyzed, at the price displayed to Subscriber before the analysis is run. The Company’s published Refunds and Cancellation Policy forms part of this Agreement and states the circumstances in which fees are refunded notwithstanding paragraph (d).
(a) This Agreement begins on the date of acceptance and continues for the initial Subscription Term elected by Subscriber.
(b) Each Subscription Term renews automatically for a further period of the same length, at the rates then in effect, unless Subscriber cancels before the end of the then-current term.
(c) Subscriber may cancel at any time through the account portal or by notice to the Company. Cancellation takes effect at the end of the then-current Subscription Term. Access continues through the end of that term, and previously paid fees are not refunded.
(d) Following expiration or termination, the Company may delete Subscriber Data in the ordinary course of its operations. Subscriber is responsible for exporting any Subscriber Data or Platform Output it wishes to retain before its access ends.
(a) The Company retains all right, title, and interest in and to the Service and the Platform Output, including all software, models, methodologies, weightings, scoring frameworks, derived indices, documentation, trademarks, and all intellectual property rights in the foregoing. This Agreement grants a right of access only and transfers no ownership.
(b) Source Data published by agencies of the United States government is generally in the public domain and is not claimed by the Company as its own. The Company’s proprietary rights extend to the selection, arrangement, normalization, weighting, scoring, and derivation applied to Source Data, and to the Platform Output resulting from that work.
(c) Subject to this Agreement and to continued payment of fees, Subscriber may use Platform Output internally, and may include limited extracts of Platform Output in Subscriber’s own internal reports and analyses, provided that Subscriber attributes the extract to the Arcanium platform and does not present Platform Output as Subscriber’s own work product to third parties.
(d) As between the parties, Subscriber retains all right, title, and interest in Subscriber Data. Subscriber grants the Company a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Subscriber Data solely to provide, secure, support, and improve the Service.
(e) The Company may generate and use aggregated, de-identified statistical information derived from use of the Service, provided that such information does not identify Subscriber or any individual and does not disclose Subscriber Data. The Company owns such aggregated information.
(f) Subscriber may submit suggestions, enhancement requests, or other feedback. The Company may use such feedback without restriction and without obligation to Subscriber.
(a) The Company will use commercially reasonable efforts to make the Service available, subject to scheduled maintenance, emergency maintenance, and events beyond the Company’s reasonable control.
(b) Unless a separate written service level agreement has been executed between the parties, the Service is provided without any committed availability level, uptime guarantee, response-time commitment, or service credit remedy.
(c) The Company may modify, enhance, or discontinue features of the Service from time to time. The Company will use commercially reasonable efforts to avoid materially degrading, during a paid Subscription Term, the core functionality for which Subscriber subscribed.
(d) Source Data is published and maintained by third parties. The Company does not control the availability, accuracy, timing, methodology, or continuity of Source Data, and a change in or discontinuation of any Source Data by its publisher is not a breach of this Agreement.
(a) The Service is an informational data analytics tool. Platform Output is general in nature, is generated by automated means, is not tailored to the circumstances, objectives, financial situation, or risk tolerance of any Subscriber, and is made available on identical terms to all subscribers of a given plan.
(b) Nothing contained in the Service or in any Platform Output constitutes investment advice, a recommendation, a solicitation, or an offer to buy, sell, or hold any security, commodity, real property, or other asset, and nothing in the Service should be construed as such.
(c) The Company is not registered as an investment adviser, broker-dealer, or commodity trading advisor, and does not act as a fiduciary to Subscriber in any capacity. No advisory relationship of any kind is created by this Agreement or by Subscriber’s use of the Service.
(d) Platform Output does not constitute legal, tax, accounting, engineering, surveying, insurance, environmental, appraisal, or other professional advice, and is not a substitute for site inspection, professional due diligence, title examination, regulatory review, or engagement of a qualified professional licensed in the relevant discipline.
(e) Subscriber is solely responsible for all decisions it makes, and all actions it takes or refrains from taking, in connection with the Service or Platform Output. Subscriber acknowledges that it does not rely on the Company in making any investment, acquisition, financing, siting, development, or other decision, and that any such decision is made on the basis of Subscriber’s own independent judgment and inquiry.
(f) Platform Output is derived from modeled estimates and third-party data of varying accuracy, vintage, resolution, and vertical or horizontal datum. Platform Output is not survey-grade, is not suitable for engineering design, boundary determination, flood certification, or regulatory filing, and may contain errors, omissions, and material uncertainty. Past or modeled conditions are not a reliable indicator of future conditions.
(a) Each party may disclose to the other information that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. The receiving party shall protect such information using at least the degree of care it applies to its own confidential information of like importance, and no less than reasonable care.
(b) Confidential information does not include information that is or becomes publicly available through no breach by the receiving party, was rightfully known to the receiving party without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party’s confidential information.
(c) The receiving party may disclose confidential information to the extent required by law or by valid legal process, provided that it gives the disclosing party reasonable advance notice where legally permitted.
(d) The non-public elements of the Service, including its methodologies, weightings, scoring frameworks, and unpublished documentation, are confidential information of the Company.
(a) THE SERVICE AND ALL PLATFORM OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.
(c) THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT PLATFORM OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, TRADING OR INVESTMENT LOSS, DIMINUTION IN VALUE, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY SUBSCRIBER TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) The limitations in this Section apply to all claims, whether based in contract, tort, negligence, strict liability, warranty, statute, or otherwise, and survive any failure of essential purpose of any limited remedy.
(d) Nothing in this Section limits liability that cannot be limited under applicable law, including liability for fraud, fraudulent misrepresentation, or willful misconduct.
(e) The parties acknowledge that the fees for the Service reflect the allocation of risk set out in Sections 9, 11, and 12, and that the Company would not make the Service available on these fees absent that allocation.
(a) Subscriber shall defend, indemnify, and hold harmless the Company and its officers, directors, shareholders, employees, and agents from and against any third-party claim, and any resulting loss, liability, damage, cost, or expense (including reasonable attorneys’ fees), arising out of or relating to Subscriber’s use of the Service or Platform Output, Subscriber’s breach of this Agreement, Subscriber Data, or any decision made or action taken by Subscriber or any third party in reliance on Platform Output.
(b) The Company shall defend Subscriber against any third-party claim alleging that the Service, as made available by the Company and used in accordance with this Agreement, infringes a United States patent, copyright, or trademark, and shall pay damages finally awarded or amounts agreed in settlement, subject to the limitations in Section 12.
(c) The indemnified party shall promptly notify the indemnifying party of the claim, grant it sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense. Failure to give prompt notice relieves the indemnifying party only to the extent it is materially prejudiced.
(a) The Company may suspend Subscriber’s access, in whole or in part, if fees are past due, if Subscriber’s use presents a security risk or threatens the integrity or performance of the Service, if Subscriber breaches Section 4, or if suspension is required by applicable law. The Company will give notice where practicable.
(b) Either party may terminate this Agreement for material breach if the breach remains uncured thirty (30) days after written notice describing it. The Company may terminate immediately for a breach of Section 4 or Section 7.
(c) Upon termination, all rights of access granted under Section 3 cease immediately, and Subscriber shall cease all use of the Service and Platform Output.
(d) Sections 1, 4, 5 (as to amounts accrued before termination), 7, 9, 10, 11, 12, 13, 14, 16, and 17 survive termination or expiration of this Agreement.
(a) The Company may modify this Agreement from time to time. The Company will post the modified Agreement with an updated version number and effective date and will give notice by electronic mail or through the Service.
(b) A modification takes effect at the start of Subscriber’s next Subscription Term following notice, except that a modification required to comply with applicable law may take effect on the date stated in the notice.
(c) Continued use of the Service after a modification takes effect constitutes acceptance of the modified Agreement. Subscriber that does not accept a modification may cancel under Section 6.
(a) This Agreement is governed by the laws of the State of South Carolina, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
(b) The parties shall attempt in good faith to resolve any dispute through discussion between representatives with authority to settle before commencing formal proceedings.
(c) The state and federal courts sitting in Greenville County, South Carolina, have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to personal jurisdiction and venue in those courts and waives any objection based on inconvenient forum.
(d) EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(e) Each party may bring claims only in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
(a) Entire agreement. This Agreement, together with any order form or plan description incorporated by reference, is the entire agreement between the parties as to its subject matter and supersedes all prior and contemporaneous understandings. Any preprinted terms on a Subscriber purchase order are of no effect.
(b) Assignment. Subscriber may not assign this Agreement, by operation of law or otherwise, without the Company’s prior written consent. The Company may assign this Agreement to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its assets or of the Arcanium platform.
(c) Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, fiduciary, or employment relationship.
(d) No third-party beneficiaries. This Agreement confers no rights on any person other than the parties and their permitted successors and assigns.
(e) Force majeure. Neither party is liable for any failure or delay in performance, other than a payment obligation, caused by an event beyond its reasonable control.
(f) Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions remain in full force.
(g) No waiver. A party’s failure or delay in enforcing any provision is not a waiver of that provision or of any other right.
(h) Notices. Notices to the Company shall be sent to Quantum Ridge Systems, Inc., 220 N. Main Street, Suite 500, Greenville, SC 29601, and to the electronic mail address published on the Arcanium website. Notices to Subscriber may be given through the Service or to the electronic mail address on Subscriber’s account, and are deemed given when sent.
(i) Export compliance. Subscriber shall comply with all applicable United States export control and economic sanctions laws in its use of the Service.
(j) Publicity. Neither party may use the other’s name or marks in publicity without prior written consent, except that the Company may identify Subscriber as a customer in a customer list where Subscriber has not objected in writing.
(k) Headings. Section headings are for convenience only and do not affect interpretation.
(l) Privacy. The Company’s published Privacy Policy describes how personal information is collected, used, disclosed, and retained in connection with the Service, and forms part of this Agreement.
This Agreement is accepted electronically. By selecting the acceptance control presented at the point of subscription, or by accessing or using the Service, Subscriber acknowledges that it has read and understood this Agreement and agrees to be bound by it. The Company records the identity of the accepting party, the date and time of acceptance, and the version of this Agreement accepted, and that record constitutes conclusive evidence of acceptance absent manifest error.
No handwritten signature is required. Where Subscriber requires a countersigned master services agreement in lieu of these Terms, Subscriber may request one from the Company.
— End of Terms —
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