SaaS Subscription Agreement

This SaaS Subscription Agreement (the "Agreement") governs your access to and use of the Qarmiq platform. By signing an Order Form that references this Agreement, or by accessing the Qarmiq platform, you agree to be bound by these terms.

This Agreement is supplemented by the Acceptable Use Policy, the Privacy Policy, and (where Customer processes personal data through the Service) the Data Processing Agreement. The specific commercial terms of your subscription, including users, fees, term, and any plan-specific inclusions, are set out in the relevant Order Form.

Definitions

(i) Qarmiq, Inc. ("we", "us", "our") is a corporation incorporated in the State of Delaware, United States, with its registered office at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.

(ii) "Customer", "you", "your" means the legal entity named on the relevant Order Form.

(iii) "Service" means the Qarmiq testing platform made available at app.qarmiq.ai and any associated software, including the Witness capture widget, the autonomous testing agent, and the MCP server.

(iv) "Order Form" means an ordering document signed by the Customer and Qarmiq that specifies the subscribed Service, fees, and term or the self subscription through Qarmiq website (qarmiq.ai or app.qarmiq.ai).

(v) "Customer Data" means all data submitted to or generated through the Service by the Customer or its Users, including test scenarios, test cases, defects, test results, evidence (screenshots, console logs, network logs, session recordings), and any other content provided by or on behalf of the Customer.

(vi) "User" means an individual authorized by the Customer to use the Service under a user account.

(vii) "Subscription Term" means the initial term set out in the Order Form, together with any renewal periods.

(viii) "Documentation" means the user-facing technical documentation made available at docs.qarmiq.ai, as updated from time to time.

The Service

2.1 Grant of Access

Subject to the Customer's compliance with this Agreement and timely payment of all applicable Fees, Qarmiq grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right, during the Subscription Term, to access and use the Service solely for its internal business purposes, including (where the Customer is a service provider or agency) for the purpose of delivering testing and quality assurance services to its own end-clients.

2.2 Users

Access to the Service is licensed to the Customer for the projects set out in the Order Form and is not limited by the number of Users. The Customer may add or remove Users during the Subscription Term. Each User must have a unique login and user accounts shall not be shared by more than one individual User, and an account may be reassigned to a new User in the event the current User resigns or there is a change in role. The Customer is responsible for maintaining the confidentiality of User credentials and for all activities carried out through its User accounts.

2.3 Updates and changes

Qarmiq may modify, enhance, replace or update the Service from time to time, including by releasing new features and retiring or replacing existing ones. Qarmiq will provide reasonable prior notice of any material changes that are reasonably likely to adversely affect the Customer's use of the Service. Qarmiq will not materially reduce the functionality of the Service during the Subscription Term without offering the Customer a reasonable alternative.

2.4 Support

Standard email support is included with all subscribed plans during business hours of Melbourne, Victoria, Australia. Response and resolution targets, and any enhanced support included with a specific subscription plan, are described in the relevant Order Form.

2.5 Availability

Qarmiq will use commercially reasonable efforts to make the Service available during a calendar month. Any specific availability target will be set out in the Order Form. Availability measurements shall not include scheduled maintenance, emergency maintenance, security updates, or circumstances beyond Qarmiq's reasonable control. Where reasonably practicable, Qarmiq will provide prior notice of scheduled maintenance.

Customer Responsibilities

3.1 Compliance with the Acceptable Use Policy

The Customer and its Users must comply with the Acceptable Use Policy (AUP). Breach of the AUP is a material breach of this Agreement and may result in the suspension or termination of the Customer's access to the Service in accordance with this Agreement.

3.2 User Conduct

The Customer is responsible for the acts and omissions of its Users in connection with the Service, including any breach of this Agreement by a User. The Customer must promptly notify Qarmiq of any unauthorized access to its account, compromise of User credentials, or known breach of security.

The Customer shall ensure that its Users maintain the confidentiality of their login credentials and shall not permit the sharing of User accounts.

3.3 Customer's own data and consents

The Customer is responsible for the accuracy, quality, and legality of Customer Data, the means by which it acquired the data, and its right to use the data in connection with the Service. Where the Customer uses the Service to test, monitor, or interact with applications operated by its end-clients or third parties, the Customer is responsible for obtaining all consents and authorizations required.

3.4 Capture of sensitive information. The Customer acknowledges that screenshots captured by Witness and by autonomous checks show the page as displayed and may therefore include sensitive information visible on screen, although Witness does not read the values typed into form fields. The Customer is responsible for using the Hide tool, or otherwise protecting such information, where required by law or by the Customer's own compliance obligations (including under HIPAA, PCI-DSS, or GDPR special-category rules), and for using non-production test accounts and data wherever reasonably practicable.

The Customer acknowledges that Qarmiq shall not be responsible for any failure by the Customer to appropriately protect such information or otherwise comply with its applicable legal or regulatory obligations relating to such data.

3.5 AI prompts and content. The Customer acknowledges that, for AI features that maintain conversational context, the content of prompts and AI responses is stored as Customer Data in the Service. The Customer is responsible for not submitting categories of data that it is not authorized to disclose to a third-party AI provider through such features and warrants that it has obtained all necessary rights, consents, permissions, and lawful bases required to submit such data for processing through the Service and any integrated AI providers.

3.6 Compliance with Applicable Laws

The Customer shall use the Service in compliance with all applicable laws, regulations, industry standards, and regulatory requirements applicable to its use of the Service, including those relating to data protection, cybersecurity and intellectual property rights.

Fees and payment

4.1 Fees

The Customer shall pay the fees set out in the applicable Order Form ("Fees"). Unless otherwise stated, Fees are in US Dollars and exclusive of taxes, duties, levies, and other governmental charges.

4.2 Invoicing and payment

Unless the Order Form provides otherwise, Qarmiq will invoice the Customer monthly in advance, with payment due within fifteen (15) days of the invoice date. Except as expressly provided in the Data Processing Agreement, all fees are non refundable. Where invoicing in a currency other than US Dollars is required, conversion will be at a rate locked at the time of countersignature of the Order Form for the duration of the initial term.

4.3 Late payment

If any undisputed Fee is overdue by more than thirty (30) days, Qarmiq may, on prior written notice and without prejudice to its other rights, suspend access to the Service until payment is received. Qarmiq will not delete Customer Data during a suspension.

Any suspension of the Service under this Section shall not relieve the Customer of its obligation to pay any Fees due under this Agreement, and the Subscription Term shall continue to run during the period of suspension unless otherwise agreed in writing by the Parties.

Qarmiq reserves the right to charge interest on any overdue undisputed amounts at the rate of 1.5% per month, calculated from the due date until payment is made in full.

4.4 Taxes

The Customer is responsible for all taxes associated with its purchase of the Service (including GST, VAT, sales tax, and any reverse-charge obligations), other than taxes on Qarmiq's net income.

4.5 Price changes

Qarmiq may change the price of the Service for renewal terms. Unless the Order Form specifies otherwise, Qarmiq will provide at least sixty (60) days' written notice of any price change taking effect at the next renewal.

If the Customer does not agree to the revised pricing, the Customer may elect not to renew the applicable Order Form by providing thirty (30) days prior written notice before the commencement of the renewal term.

Term, Renewal, and Termination

5.1 Term

This Agreement starts on the effective date set out in the first Order Form and continues until all Order Forms have expired or been terminated , unless earlier terminated in accordance with this Agreement.

5.2 Renewal

Each Order Form's subscription will automatically renew for successive renewal periods equal in length to the initial term, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term, or unless the Order Form specifies otherwise.

5.3 Termination

Either party may terminate this Agreement (or any Order Form) on written notice if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days of receiving written notice describing it.

Either party may also terminate this Agreement immediately upon written notice if the other party becomes insolvent, enters into liquidation or administration, ceases to carry on business, or becomes subject to any insolvency proceeding.

5.4 Effect of termination

On termination or expiry: (a) the Customer's right to access the Service ends immediately; (b) Qarmiq will make Customer Data available for export, in a structured machine-readable format, for thirty (30) days after the effective date of termination; (c) after the thirty (30) day export period, Customer Data will be permanently deleted from production systems within a further thirty (30) days, except as required to be retained by applicable law; (d) backup copies will be deleted in the normal course of Qarmiq's backup cycle, after which any residual copies will be deleted in line with the backup retention schedule (Schedule 2 to the Data Processing Agreement); and (e) all Fees accrued or payable up to the effective date of termination shall remain payable.

Customer Data and Security

6.1 Ownership

The Customer retains all right, title, and interest in and to Customer Data. Qarmiq acquires no ownership in Customer Data by virtue of this Agreement.

6.2 Limited License to Qarmiq

The Customer grants Qarmiq a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely to provide and support the Service in accordance with this Agreement and to incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Qarmiq.

6.3 Security

Qarmiq will maintain reasonable technical and organizational measures designed to protect Customer Data, including:

(i) Encryption in transit (TLS 1.2 or higher) for all connections to the Service, with HTTP Strict Transport Security enforced;

(ii) Encryption at rest for stored authentication credentials and stored API keys, using AES-256-GCM authenticated encryption. Bulk Customer Data stored in AWS S3 and on managed databases is encrypted at rest using the provider's default encryption (AWS-managed keys and DigitalOcean-managed keys for the managed MongoDB service);

(iii) Role-based, project-scoped access controls enforced at the application layer;

(iv) Audit logging of security-relevant events;

(v) Least-privilege access for Qarmiq personnel via SSH keys and AWS IAM permissions.

Two-factor authentication is available to Users and recommended for enterprise deployments; it is not enforced by default. Additional detail and the full list of measures are in Schedule 2 of the Data Processing Agreement.

6.4 AI Processing

The Service includes AI features that process Customer Data to generate outputs (for example, scenario and check suggestions, autonomous testing, defect briefs, and automation script generation). Qarmiq will not use Customer Data to train its own foundation models. Where the Service relies on third-party AI providers (currently OpenAI and Anthropic), processing is governed by the relevant sub-processor's terms as set out in Schedule 4 of the DPA. The Customer may elect to use its own AI API keys ("Bring-Your-Own-AI" or "BYOAI"), in which case the AI provider shall act as the Customer's processor and usage is governed by the Customer's own agreement with that provider.

For AI features that maintain conversational context (including the Zoe in-app assistant), the content of the Customer's prompts and the AI provider's responses is stored as Customer Data in the Service, retained for the duration of the Subscription Term, and used to provide conversation continuity and improve AI feature quality. This content is treated as Customer Data, is logically scoped to the Customer's organization, and is subject to the security measures in Section 6.3 and the retention rules in Section 5.4.

The Customer acknowledges and accepts that the autonomous testing agent and its judge may send screenshots of the page under test to a multimodal AI provider for visual analysis. The Customer should consider this when configuring sensitive applications under test (please refer to Section 3.3).

6.5 Data Location

Customer Data is stored across the following regions in the ordinary course of providing the Service:

(i) AWS, United States (us-east-1): screenshots, traces, recordings and other large evidence in S3;

(ii) DigitalOcean Managed MongoDB, United States (New York): scenarios, checks, runs, verdicts, defects, coverage data, audit logs, AI conversation history, and user and organization metadata;

(iii) United States: the application server (Hostinger, Needham, Massachusetts), autonomous check runners (Fly.io, Newark, New Jersey), and when AI features are used (OpenAI and Anthropic);

(iv) Other regions: for optional Customer-configured integrations (GitHub), for transactional email (Resend) and for Cloudflare Turnstile bot-protection edge nodes.

The Service is currently deployed in a single region in the United States. The Service does not currently include cross-region failover or a formally documented multi-region disaster recovery capability. Customers requiring such capabilities should notify Qarmiq prior to entering into an Order Form so that the Parties may discuss whether such requirements can be accommodated.

International transfer mechanisms (Standard Contractual Clauses and the UK International Data Transfer Addendum) are set out in Section 7 and Schedule 3 of the DPA.

6.6 Qarmiq may engage additional trusted sub-processors to support the provision of the Service, provided that such sub-processors are subject to appropriate contractual obligations consistent with applicable data protection laws.

Confidentiality

Each party may receive non-public, proprietary, or confidential information from the other ("Confidential Information"). Each party will protect the other's Confidential Information using the same degree of care it uses for its own confidential information (but in no event less than a reasonable degree of care), and will use such Confidential Information only for purposes of performing its obligations under this Agreement. This obligation does not apply to information that is publicly known through no fault of the receiving party, was independently developed without use of the disclosing party's information, or is required to be disclosed by law (subject to reasonable prior notice where lawful).

The obligations under this Section 7 shall survive the expiry or termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property

8.1 Qarmiq IP

Qarmiq and its licensors retain all right, title, and interest in and to the Service, the Documentation, and all related intellectual property, including all modifications, enhancements, updates, derivative works, and improvements thereto, whether developed before or during the Subscription Term. No rights are granted to the Customer other than as expressly set out in this Agreement.

8.2 Feedback

If the Customer provides suggestions, ideas, or feedback about the Service, Qarmiq may use that feedback freely without restriction or compensation, provided that Qarmiq will not identify the Customer as the source without the Customer's prior written consent.

8.3 Customer marks for Marketing

Qarmiq may identify the Customer as a customer of the Service (for example, in customer lists or on the Qarmiq website) only with the Customer's prior written consent, which may be granted on an Order Form or by separate notice.

8.4 Reservation of Rights

Except for the limited rights expressly granted under this Agreement, each Party reserves all rights, title, and interests not expressly granted to the other Party. No rights or licenses are granted by implication, estoppel, or otherwise.

Warranties

9.1 Mutual warranties

Each party warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement.

9.2 Service Warranty

Qarmiq warrants that the Service will perform materially in accordance with the Documentation during the Subscription Term. The Customer's exclusive remedy for breach of this warranty is correction of the non-conforming Service or, if Qarmiq cannot do so within a reasonable time, termination of the affected Order Form and refund of pre-paid Fees for the unused portion.

9.3 Disclaimer

Except as expressly stated in this Agreement, and to the maximum extent permitted by law, the Service is provided on an "as is" and "as available". Qarmiq disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Qarmiq does not warrant that the Service will be uninterrupted or meet the Customer's specific requirements or that the results obtained from the use of the Service will be accurate, complete, or error-free, or that all defects will be corrected.

9.4 Customer Warranty

The Customer warrants that it has obtained, and will maintain throughout the Subscription Term, all rights, licenses, consents, permissions, and lawful bases necessary to provide Customer Data to Qarmiq and to permit Qarmiq to process such Customer Data in accordance with this Agreement and the Data Processing Agreement.

Limitation of liability

To the maximum extent permitted by law:

(i) Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, or anticipated savings, even if advised of the possibility of such damages.

(ii) Each party's total aggregate liability arising out of or related to this Agreement shall not exceed the total Fees paid or payable by the Customer to Qarmiq under the affected Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.

The above limitations do not apply to: (a) breaches of confidentiality; (b) a party's indemnification obligations; (c) the Customer's payment obligations; or (d) fraud, fraudulent misrepresentation, or wilful misconduct; and (e) any liability that cannot be excluded or limited under applicable law, including under the Australian Consumer and Privacy Law.

Indemnification

11.1 By Qarmiq

Qarmiq will defend the Customer against any claim by a third party that the Service, as provided by Qarmiq and used in accordance with this Agreement, infringes the third party's intellectual property rights, and will pay damages finally awarded against the Customer in connection with such claim, subject to the limitations in Section 10. This indemnity does not apply to claims arising from Customer Data, Customer's combination of the Service with other products or services not provided by Qarmiq, or modifications to the Service not made by Qarmiq.

11.2 By Customer

The Customer will defend Qarmiq against any claim by a third party arising out of (i)Customer Data; or (ii) the Customer's breach of Section 3 (Customer Responsibilities) or the AUP, (iii) the Customer's unauthorized use of AI features or submission of content it was not authorized to disclose to a third-party AI provider; or (iv) misuse of Customer-configured webhooks or third-party integrations ,and will pay damages finally awarded against Qarmiq in connection with such claim, subject to the limitations in Section 10.

11.3 Process

The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of defense and settlement (provided the settlement does not impose a non-monetary obligation on the indemnified party without its consent), and provide reasonable cooperation.

General

12.1 Entire agreement; order of precedence

This Agreement, together with any Order Forms and the documents incorporated by reference (the AUP, Privacy Policy, and DPA where applicable), constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements on the same subject. In the event of a conflict, the order of precedence is: (1) the relevant Order Form, (2) this Agreement, (3) the DPA, (4) the AUP, (5) the Privacy Policy.

12.2 Amendments

Qarmiq may update this Agreement from time to time. The version applicable to a given Subscription Term is the one in effect at the start of that term, unless the parties agree otherwise in writing. Material changes will be communicated to the Customer with reasonable notice.

12.3 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign it to a successor in connection with a merger, acquisition, or sale of substantially all assets, on written notice.

12.4 Notices

Notices to Qarmiq must be sent to contact@qarmiq.ai. Notices to the Customer will be sent to the billing contact listed on the Order Form. Notices are deemed received on the next business day after dispatch by email.

12.5 Force Majeure

Neither party will be liable for delay or failure to perform its obligations, other than the payment obligations, due to causes beyond its reasonable control, including acts of God, government actions, network outages affecting upstream providers, widespread internet or telecommunications failures, cyber-attacks affecting critical infrastructure, or failures of third-party cloud infrastructure providers on which the Service reasonably relies.

12.6 Independent contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, or joint venture between the parties.

12.7 Governing law

This Agreement is governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria for any dispute arising out of or in connection with this Agreement.

12.8 Severability

If any provision of this Agreement is held to be unenforceable, the remaining provisions will continue in full force.

12.9 Survival

Any provisions of this Agreement which by their nature are intended to survive the expiry or termination of this Agreement, including without limitation those relating to payment obligations, confidentiality, intellectual property, limitation of liability, indemnification, dispute resolution, and governing law, shall survive such expiry or termination.

13. Contact

Questions about this Agreement can be sent to contact@qarmiq.ai

Questions about this document can be sent to contact@qarmiq.ai.