Last Update: July 9, 2026
PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE ACCESSING OR USING THE SOFTWARE OR SOFTWARE MATERIALS (AS DEFINED BELOW) OF SB TECHNOLOGY, INC. (“SANDBOXAQ’). ACCESS TO AND USE OF THE SOFTWARE OR SOFTWARE MATERIALS BY THE COMPANY OR LEGAL ENTITY THAT WILL BE USING THE SOFTWARE OR SOFTWARE MATERIALS (“LICENSEE”) IS SUBJECT TO ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. BY ACCESSING OR USING ANY SANDBOXAQ SOFTWARE OR SOFTWARE MATERIALS, OR BY INDICATING CONSENT ELECTRONICALLY OR OTHERWISE, YOU REPRESENT THAT YOU HA VE THE LEGAL AUTHORITY TO, AND YOU HEREBY DO, BIND LICENSEE TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, NEITHER YOU NOR LICENSEE MAY ACCESS, OR USE ANY SOFTWARE OR SOFTWARE MATERIALS. LICENSEE AND SANDBOXAQ MAY EACH BE REFERRED TO HEREIN INDIVIDUALLY AS A “PARTY” AND TOGETHER, THE “PARTIES”.
SANDBOXAQ RESERVES THE RIGHT TO MAKE CHANGES TO THE TERMS OF THIS AGREEMENT IN ITS SOLE DISCRETION WITH OR WITHOUT NOTICE TO LICENSEE. THE DATE INDICATED AS THE DATE OF THE LAST UPDATE ABOVE REFLECTS THE DATE OF THE MOST RECENT CHANGE TO THIS AGREEMENT. IT IS YOUR RESPONSIBILITY TO PERIODICALLY CHECK THIS PAGE FOR ANY UPDATES. YOUR USE OF THE SOFTWARE OR SOFTWARE MATERIALS ON AND AFTER THE DATE OF LAST UPDATE INDICATES YOUR ACCEPTANCE OF THE UPDATED TERMS. IF YOU DO NOT AGREE TO THE UPDATED TERMS YOU MAY NOT ACCESS OR USE ANY SOFTWARE OR SOFTWARE MATERIALS, AND SHALL IMMEDIATELY CEASE ALL SUCH ACCESS AND USE.
1. License Grant. Subject to the terms and conditions of this Agreement, SandboxAQ hereby grants Licensee, at no cost to Licensee, a revocable, non-exclusive, non-sublicensable, and non-transferable license from the first date that SandboxAQ provides access to Licensee until SandboxAQ terminates this Agreement in its sole discretion with five (5) days notice to Licensee or ceases making the Software available generally ("License Period") to: (a) use SandboxAQ’s AI agent operations software (the "Software") solely for Licensee's internal purposes; and (b) use any of SandboxAQ’s documentation and guides relating to the Software provided by SandboxAQ in SandboxAQ’s sole discretion to Licensee in any medium (the "Documentation") solely for Licensee's internal purposes in connection with Licensee's authorized use of the Software. Licensee will not use the Software or Documentation for any purpose other than using such Software internally during the License Period in accordance with the terms of this Agreement.
2. Use Restrictions. Licensee shall not use the Software or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee will not, and will not permit or authorize third parties to: (a) copy, modify, translate, reverse engineer, or create derivative works of the Software, Documentation, or any underlying or associated ideas, algorithms, models, source code, structure, or content (collectively, including any portions, copies, modifications, derivative works, or versions of the Software, the Documentation, or any such other materials, “Software Materials”); (b) rent, lease, sublicense, distribute, publish, transfer, or otherwise make available any Software Materials or access or use of the Software to any third parties (or other persons not authorized by this Agreement); (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code or other proprietary aspects of any Software Materials; (d) remove or obscure any proprietary notices from any Software Materials; (e) use any Software Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (f) gain or attempt to gain unauthorized access to any Software Materials or related infrastructure, or any element thereof, or circumvent or otherwise interfere with any access restrictions, authentication or security measures of any of the foregoing; (g) perform benchmark tests on any Software Materials; (h) use, evaluate, or view any Software Materials for the purpose of designing, modifying, or otherwise creating any software, models, algorithms, products, program, or infrastructure, or any portion thereof, which performs functions similar to the functions performed by the Software, unless expressly authorized by SandboxAQ in writing; (i) conduct any security or vulnerability testing of the Software Materials; (j) publish any performance information about the Software Materials; (k) transmit any viruses or other harmful materials to the Software; or (l) or use or access the Services in a manner, or take any action, that risks harm to others or to the security, availability, operation, or integrity of a Product or SandboxAQ’s servers and systems
3. Delivery. SandboxAQ shall deliver or make available the Software to Licensee electronically, on tangible media, or by other means, in SandboxAQ’s sole discretion during the License Period.
4. Licensee Responsibilities. Licensee is responsible and liable for all uses of the Software and Documentation resulting from access provided by (or otherwise by, on behalf of, or via) Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of any users Licensee authorizes in compliance with this Agreement (“Authorized Users”), and any act or omission by an Authorized User that would constitute a breach of this Areement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee shall take reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Software and shall cause Authorized Uers to comply with such provisions.
5. Support. SandboxAQ has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of the Software or Documentation to Licensee.
6. Confidential Information. Each party understands that the other party may disclose information non-public information about its business affairs, products, intellectual property, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) generally available to the public without any breach by the receiving party of this Agreement; (b) independently known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party without any use of or reference to the disclosing party’s Confidential Information. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and upon the disclosing party’s request, confirm in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. SandboxAQ’s Confidential Information includes, without limitation, all Software Materials.
7. Intellectual Property Ownership; Data; Feedback.
(a) Reservation of Rights. Software and Documentation Ownership. Licensee acknowledges that, as between Licensee and SandboxAQ, except for the limited right of use set forth above, SandboxAQ owns and reserves all right, title, and interest, including all patents, copyrights, trademarks, trade secrets, and any other proprietary or intellectual property rights (“Intellectual Property Rights”), in and to the Software Materials. Except and to the extent expressly provided herein, no rights or licenses, expressed or implied, are hereby granted to Licensee, as a result or related to this Agreement, under any patents, copyrights, trade secrets, or other proprietary rights of SandboxAQ or to use the Software or Documentation or any portion thereof other than as expressly provided therein and nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to any Software Materials.
(b) Usage Data. Licensee acknowledges that SandboxAQ and its affiliates may monitor Licensee’s and Licensee’s Authorized Users’ use of the Software Materials and may, directly or indirectly through the use of third-party providers, collect, create, store, and process any and all information reflecting the access or use of the Software Materials by or on behalf of Licensee or any Authorized User, including any end user profile-, visit-, session-, impression-, click through-, or click stream-data, and any statistical or other analysis, information, or data based on or derived from any of the foregoing, including without limitation, technical information and metrics about Licensee and its Authorized Users' access to or use of the Software Materials, in perpetuity, in a form that does not (and cannot reasonably be used to) identify Licensee or its Authorized Users as the source thereof (“Usage Data”) for SandboxAQ’s internal business purposes and use, including without limitation, to develop, maintain, and improve SandboxAQ’s and its affiliates’ products and services
(c) Customer Data. Except for Usage Data, as between SandboxAQ and Licensee, Licensee retains all Intellectual Property Rights, in and to (a) any data or information that Licensee uploads or inputs into the Software or otherwise makes available to SandboxAQ in connection with Licensee’s use of the Software Materials; and (b) output that is generated and made available to Licensee by the Software through use of the data described in part (a) above (excluding Usage Data) ((a) and (b) collectively, “Customer Data”).
(i) Licensee hereby grants SandboxAQ and its affiliates a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, fully transferable, license to access, use, process, transmit, store, display, and disclose Customer Data during the License Period, for the purpose of providing the Software to Licensee and its Authorized Users. The Parties agree to comply with their respective obligations in the Data Protection Addendum (“DPA”) found at http://docs.flintai.dev/platform/resources/dpa in connection with the processing of any personal data within the Customer Data.
(ii) Licensee represents and warrants that (A) Licensee has made and provided all legally required disclosures, and notices, and has obtained and will continue to obtain during the License Period all rights, consents, and permissions necessary to provide the Customer Data to SandboxAQ and to grant the access and rights granted by Licensee under this Agreement; and (B) Customer Data shall not include any Prohibited Data. For purposes of this Agreement, “Prohibited Data” means any: (1) special categories of data or personal data relating to criminal convictions or offences as defined in the General Data Protection Regulation (GDPR); (2) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented); (3) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards; (4) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (5) social security numbers, driver’s license numbers, or other government ID numbers; or (6) any other sensitive and/or regulated data similar to the above.
(d) Feedback. If Licensee or any of its employees or contractors submits, orally or in writing, recommended changes to the Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like relating to the Software Materials ("Feedback"), SandboxAQ is free to use such Feedback for any purpose irrespective of any other obligation or limitation between the parties governing such Feedback, and Licensee represents and warrants that Licensee has all rights necessary to provide such Feedback to SandboxAQ and for SandboxAQ to use such Feedback for any purpose.
8. Disclaimer of Warranties. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND “AS AVAILABLE”. SANDBOXAQ HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SANDBOXAQ SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SANDBOXAQ MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. IN ADDITION TO THE FOREGOING, THE RESULTS OR OUTPUTS OF THE SOFTWARE DOES NOT CONSTITUTE A REPRESENTATION, WARRANTY, OR GUARANTY THAT LICENSEE’S SYSTEMS ARE SECURE FROM EVERY KIND OF ATTACK, EVEN IF FULLY IMPLEMENTED.
9. Limitations of Liability. IN NO EVENT WILL SANDBOXAQ BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN V ALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SANDBOXAQ WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; OR (F) FAILURES, DELAYS, LOSSES, OR DAMAGES RESULTING FROM ANY EVENTS OR CIRCUMSTANCES BEYOND SANDBOXAQ’S CONTROL. IN NO EVENT WILL SANDBOXAQ’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED FEES PAID UNDER THIS AGREEMENT.
10. Indemnification. Licensee, at its expense, will defend, indemnify, and hold harmless SandboxAQ and its affiliates and their directors, officers, employees, and agents (“Indemnitees”) against any claim charge, demand, proceeding, suit, liability, cost, expense, order, decree, reasonable attorney’s fees, court costs, trials, or appeal and judgment including damages, penalties, or taxes of any kind resulting from, arising out of, or related to any actual or claimed third party claim regarding, any use of the Software Materials by Licensee or any Authorized Users (a) on any network that is not a Licensee internal network; (b) for any non-internal use; or (c) arising from any breach of this Agreement or use of the Software Materials in violation of applicable laws. Licensee will (i) promptly notify SandboxAQ in writing of any claim; and (ii) permit SandboxAQ to assume and solely control the defense of any action. Licensee may participate in such defense at its option and expense. Licensee may not enter into any settlement or compromise of any claim without SandboxAQ’s prior written consent.
11. Term and Termination. Unless earlier terminated by SandboxAQ upon immediate written notice at any time (email will suffice), this Agreement is effective as of the date Licensee begins using or accessing the Software until the expiration of the License Period. Upon expiration or earlier termination of this Agreement, the license granted hereunder will terminate and Licensee shall immediately cease using and, as applicable, promptly delete, destroy, or return all copies of the Software and Documentation and certify in writing to SandboxAQ that the Software and Documentation has been deleted or destroyed. This Section 11 and Sections 2, 4, 6, 7, 8, 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
12. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
(b) Independent Relationship. The parties to this Agreement are independent entities, and no agency, partnership, franchise, joint venture, or employee-employer relationship is intended or created by this Agreement.
(c) Notices. All notices or other communications hereunder (each, a "Notice") must be in writing and shall be effective upon delivery as follows: (a) if to Licensee, when delivered via registered mail, return receipt requested, to the address provided, and (b) if to SandboxAQ, by electronic mail to legal-notices@sandboxquantum.com.
(d) Waiver; Assignment. A waiver of any provision of this Agreement must be signed by the waiving part; and one waiver shall not imply any future waiver. This Agreement may not be assigned to any other party, and any attempted assignment in violation of this paragraph is null and void.
(e) Severability. If any provision of this Agreement is finally held to be invalid, illegal, or unenforceable in any applicable jurisdiction, such provision shall be enforced to the maximum extent permissible under applicable law and such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such final determination that any term or other provision is invalid, illegal, or unenforceable, then such provision shall be amended, and is hereby amended, so as to be in compliance with such law, while preserving the original intent of the parties as closely as possible, and any provision that cannot be so amended shall be severed from the Agreement without effect to the other provisions.
(f) Governing Law; Submission to Jurisdiction. This Agreement shall be governed by the laws of the State of New York, without regard to or application of any conflicts of law rules or principles. All claims based on or arising out of this Agreement shall be brought and maintained exclusively in the state or federal courts of New York, and Licensee consents to personal jurisdiction of those courts; provided that, because any breach of the provisions of Section 1 or Section 7 may cause irreparable harm and significant injury to an extent that may be extremely difficult to ascertain, each party agrees that the other party will have, in addition to any other rights or remedies available to it at law or in equity, the right to seek injunctive relief in any court of law to enjoin any breach or violation of Sections 1, 2, 6 or 7 without the requirement of posting bond.
(g) Export Regulation. The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
END OF END USER LICENSE AGREEMENT
