Terms of Service

LAST UPDATED: MAY 2026

1. Introduction

These Terms of Service (“Terms”) are effective as of the date of acceptance (“Effective Date”) of the Order Form, Purchase Order, Statement of Work, or other order agreed in writing for the Services (“Order”) and together with the Order contain the complete and entire understanding between FQIntel and the party identified in the Order (“Customer”) with respect to the use of the online portal at www.FQIntel.com (the “Services”) which contain and allow access to certain materials (the “Materials”). These Terms shall be incorporated into and form part of each Order.

FQIntel is a trading name of Alcar, Inc and can be reached at:

FQIntel provides data exploration tools and services for professionals and businesses. The Services and Materials are not directed or provided to children, consumers, or individuals acting outside of their trade, business, craft, or profession.

2. Grant of Rights; Restrictions on Use

Subject to these Terms and the Order, FQIntel permits Customer during the Term and as set forth on the applicable Order, to access and use the Services as made available by FQIntel from time to time.

“Authorized User” shall mean those Customer employees or contractors (or where stated in an Order, of Customer’s affiliates and group companies) who are permitted to access and use the Services and Materials pursuant to FQIntel’s right of use as set forth herein.

Customer has a limited, non-transferrable, non-exclusive, non-sublicensable right to access the Services and use reports and outputs from the Services for Customer’s internal business purposes only. The parties acknowledge that the Materials are provided by third parties and are not created or owned by FQIntel. Certain Materials may be open source, government data, or third party owned, as indicated in the Services, in which case Customer may have additional or different rights of use in accordance with the terms applicable to such Materials. FQIntel makes no warranty or representation in relation to the Materials, which may be changed, removed, or restricted by their third party owners and licensors at any time without notice.

Customer agrees not to, and will not permit any Authorized User or any other person to: (a) alter, modify, reproduce, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services or Materials, or any part thereof; (b) interfere in any manner with the operation or hosting of any Services or Materials, or attempt to gain unauthorized access to any Services or Materials; (c) sublicense or transfer any of FQIntel’s rights in connection with any Order, including by granting access to or otherwise making any Services or Materials available to any third party (except Authorized Users), providing outsourcing, service bureau, commercial hosting, application service provider, or online services to third parties; or (d) use any Services or Materials except as explicitly permitted by these Terms and the applicable Order, and in compliance with all applicable laws and third party rights.

Except as permitted herein, Customer must not copy, duplicate, distribute, or create derivative works of the Services or Materials, or publish, sell, or distribute any Services or Materials. Customer may not use the Services or Materials in any way to enrich or supplement any data sold or shared by Customer to any third party. Downloading and storing Materials in an archival database, decompiling, disassembling or reverse engineering the Materials is strictly prohibited. Notwithstanding the foregoing, Customer and Authorized Users may download and store Materials on their own devices, for individual use.

Customer and Authorized Users may not use the Services and Materials: (a) to train any artificial intelligence or machine learning tool of any kind, or (b) to create a competing or commercial product or service.

Customer and Authorized Users are explicitly prohibited from using the Services and Materials in combination with any third-party generative artificial intelligence tool except where the following conditions are met: (a) pursuant to an enterprise or API license under which the use of Services and Materials does not train the artificial intelligence tool or improve the third party’s services; (b) limited to use in a controlled computing environment hosted by Customer or operating under the Customer’s control; (c) without sharing Services and Materials with third parties; and (d) provided all Services and Materials are removed from that computing environment at the expiration or termination of the applicable Order.

Customer agrees to inform its Authorized Users that use of the Services and Materials is subject to these Terms. Customer is responsible for the conduct of each of its Authorized Users. Customer will promptly notify FQIntel if Customer believes that Authorized Users’ identity, username(s), or password(s) have been compromised. Customer will protect from unauthorized use or disclosure the login names and passwords of Authorized Users in the same manner that Customer protects all other of Customer’s account access codes, but no less than a reasonable standard of care. In the event Customer terminates an Authorized User, or if an Authorized User no longer requires access to the Services and Materials, Customer shall disable or notify FQIntel promptly so that FQIntel can disable the relevant Authorized User’s access to the Services and Materials. Customer may not have more Authorized Users than the number stipulated in the applicable Order. In the event the Customer becomes aware of any allegation of unauthorized use as described herein, the Customer will immediately notify FQIntel and will provide reasonable support in the investigation and resolution of such allegation.

FQIntel may amend, enhance, add to, withdraw, or otherwise change Services, Materials, and feature functionality within the Services at any time without notice to Customer, provided such change does not result in a material decrease in functionality (in which case, Customer’s sole remedy shall be to cancel the applicable Order and receive a pro-rata refund of any pre-paid fees in relation to the remainder of the Term).

3. Intellectual Property

Each party owns and shall retain all rights, title and interest in and to its Intellectual Property, and save as expressly set out in these Terms or an Order, no other license or rights are granted to either party. “Intellectual Property” shall mean all worldwide rights in and to intellectual property, including, without limitation, rights to inventions, trade secrets, know-how, technology, research tools, data and databases, software, improvements and rights of authorship and attribution, whether or not protected by patents, trademark, copyrights, design rights, or database rights, and including without limitation, patent applications, trade secrets, and other exclusive or non-exclusive rights pertaining to intellectual property owned or controlled by a party.

FQIntel does not sell personal information and is not a data broker. Customer does not acquire any ownership interest, or any rights, title, or interest in or to any of the Services or Materials or any data contained within them, except for the limited usage and access rights expressly granted in these Terms and the applicable Order.

Subject to the limited usage and access rights expressly granted in these Terms and the applicable Order, as between the parties, FQIntel and where applicable its third party licensors own and retain all rights, title and interest in and to all Intellectual Property embodied in or related to the Services, and any other information or technology used or made available by FQIntel in connection with the Services, including any proprietary algorithms, reporting templates, and data.

FQIntel’s name and logo, and service and product names associated with FQIntel’s Services are trademarks of FQIntel or third party licensors, and no right or license is granted to Customer separate from Customer’s right to access the Services as expressly set forth herein.

FQIntel has the right to collect and analyze non-personal information resulting from Customer’s and each Authorized User’s use of the Services and Materials. In addition, FQIntel may use such information to improve the Services and Materials, provided that such information is used only in aggregated, anonymized, and deidentified form, and without using Customer’s Confidential Information.

4. Invoicing and Payments

The charges for the Services are as set out in the applicable Order. Payment terms are also set out in the applicable Order or, if nothing is stated, shall be 30 days from the date of invoice.

All invoiced amounts and payments shall be in USD.

The charges for the Services do not include applicable sales, use, value-added, withholding, excise or any other similar taxes, or government charges (exclusive of FQIntel’s income taxes), which shall be payable by Customer in addition to the amounts due to FQIntel hereunder.

Invoiced amounts must be paid in full and without set-off or deduction by their due date. Except as expressly stated in these Terms or an Order, all payments are non-refundable.

Customer agrees to submit any disputes about invoices or charges to FQIntel in writing within 30 days of receipt of the invoice, otherwise Customer waives such dispute, and such invoice and charges will be final and not subject to challenge.

If timely payment is not received by FQIntel then, in addition to other rights, FQIntel may suspend access to Services and Materials and/or terminate Customer’s applicable Order(s).

If Customer fails to make payment as set forth herein, Customer also will pay: (a) a late fee equal to 1.5% monthly (or the highest amount allowed by applicable laws) of all past due amounts, and (b) all FQIntel’s reasonable expenses (including collection costs, bank fees, collection agency fees, reasonable attorneys’ fees, and arbitration or court costs) incurred in collecting such past due amounts.

Unless otherwise agreed in writing including in any Order, FQIntel reserves the right to increase the applicable fees for access to any Services or Materials by no more than 10% on each anniversary of the applicable Order.

5. Term & Termination

Each Order is effective as of its effective date and shall continue for its initial term plus any renewal terms, all as set out in the Order (the “Term”).

If nothing else is set out in the Order then the Order shall continue in effect for an initial term of twelve months and shall automatically renew for successive consecutive periods of twelve months each, unless terminated by either party by prior written notice not less than 60 days’ before the end of the initial term or renewal term then in effect.

Either party may terminate these Terms or any applicable Order immediately at any time:

• if the other party commits a material breach which (if curable) is not cured within twenty days of receipt of written notice from the non-breaching party to do so. In addition, and notwithstanding anything to the contrary in these Terms or the applicable Order, without incurring liability of any kind, FQIntel may suspend, limit, or terminate Customer’s access to any Services or Materials while such breach remains uncured; or
• if the other party enters an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business.

6. Compliance with Laws

Each party shall at its own expense comply with all laws and regulations relating to its activities under each Order, as they may change from time to time, and with any conditions binding on it in any applicable licenses, registrations, permits and approvals.

Each party shall not: (a) offer, promise, give, or receive any bribe or other improper payment or advantage, or allow them to be offered, promised, made or received on its behalf; or (b) take any other action in breach of applicable anti-bribery and corruption laws, regulations, and sanctions. Each party shall ensure that it has in place adequate procedures to prevent any breach of such laws, regulations, and sanctions.

The parties hereto acknowledge their respective obligations to control access to technical information and material under the U.S. export laws and regulations and agree to adhere to the same with regard to any technical information and material accessed under any Order.

Customer represents that: (a) neither Customer nor any of its respective officers, directors, shareholders, partners, members or affiliates is and has never been listed or named as a person subject to international economic sanctions; (b) Customer is not and has never been acting directly or indirectly for, or on behalf of, any such person; and (c) Customer nor any of its respective officers, directors, shareholders, partners, members or affiliates does not and will not conduct any business with any such person.

Each party shall ensure that any person associated with it who is performing services in connection with each Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed in this clause. Such party shall be responsible for the observance and performance by such persons of such provisions.

Each party shall notify the other party in writing if it becomes aware of any breach of this clause 6, or has reason to believe that it has received any request or demand for any undue financial or other advantage of any kind in connection with the performance of any Order.

7. Confidentiality

In connection with an Order, each party, as disclosing party, may share information of a financial, legal, or business nature relating to the business of that party, its affiliates or clients, including information expressly indicated as confidential or which should reasonably be interpreted to be confidential, proprietary, or trade secret information (collectively “Confidential Information”). The other party, as receiving party, will not (a) disclose or otherwise make available any Confidential Information of the other party, except to employees, contractors, agents, or affiliates who have a legitimate need to know it and are bound by confidentiality and non-use obligations no less restrictive than those contained in these Terms; or (b) use any Confidential Information of the other party except as necessary in connection with the provision and receipt of the Services and Materials.

Confidential Information does not include information that is or becomes publicly known, was known by or is independently developed by the receiving party without reference to Confidential Information, or is received by the receiving party from a third party who is not subject to any obligation of confidentiality, provided that the receiving party is not otherwise in breach of this Section.

Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the other party in connection with subpoenas, court orders, other legal processes, or as otherwise required by applicable laws, provided that the receiving party gives the disclosing party prompt written notice of such requirement (unless expressly prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and takes reasonable steps to protect the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement.

Notwithstanding anything to the contrary in these Terms or any Order, a party may disclose these Terms and Orders to bona fide potential investors or prospective purchasers of a portion of or all of its assets or beneficial ownership interests, provided such disclosure is subject to confidentiality and non-use obligations no less restrictive than those contained in these Terms.

Customer shall return or destroy all Confidential Information and data obtained from the Services and Materials at FQIntel’s written request, when such Confidential Information and data is no longer needed, or thirty (30) days following termination of the applicable Order. Upon request by FQIntel, Customer shall provide written certification that all such Confidential Information and data obtained from the Services and Materials has been returned or deleted.

Neither party shall issue or release any announcement, statement or press release relating to these Terms or the applicable Order without obtaining the express prior written consent of the other party. Notwithstanding the foregoing, Customer consents to FQIntel’s using Customer’s name or logo in FQIntel’s marketing materials, including on FQIntel’s website, solely to identify Customer as FQIntel’s customer. Customer may withdraw this consent upon notice to FQIntel at any time.

8. Warranties

FQIntel represents and warrants that it will provide the Services with reasonable skill and care, and that FQIntel has the right and authority to make the Services available to Customer and Authorized Users as set out in these Terms.

CUSTOMER AGREES THAT THE USE OF THE SERVICES AND MATERIALS IS AT CUSTOMER’S SOLE RISK AND ACKNOWLEDGES THAT THE SERVICES AND MATERIALS ARE PROVIDED “AS IS”, AND “AS AVAILABLE” AND THAT FQINTEL AND EACH THIRD-PARTY SUPPLIER OF MATERIALS MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICES AND MATERIALS, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES AND FQINTEL SHALL HAVE NO LIABILITY THEREFOR. FQINTEL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.

Each party represents, warrants, and covenants that (a) it has the right and/or authority to enter into these Terms and the applicable Order, and (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization; and (c) the Order has been duly executed and delivered by it and constitutes a valid and binding agreement, enforceable against it in accordance with its terms.

Save as expressly set out in these Terms, all other warranties and terms that might otherwise be implied are hereby disclaimed and excluded.

9. Indemnities

Subject to the provisions of Section 10, FQIntel will indemnify, defend, and hold harmless Customer from all third-party claims, whether actual or alleged, to the extent arising from infringement by the Services (excluding third-party Materials) of any valid U.S. copyright or valid U.S. trademark as a result of using the applicable Services in full compliance with these Terms and the applicable Order. Notwithstanding any other provision in these Terms or the applicable Order, FQIntel will have no liability or indemnification obligation with respect to any claim to the extent it is based on or arises out of: (a) Materials not originated by or owned by FQIntel (in respect of which claims must only be addressed to the third party licensor); (b) the modification of any Services or Materials by or on behalf of the Customer, any Authorized User, or anyone other than FQIntel; (c) the combination or use of any Services and Materials with any software, service, product, or technology not supplied by FQIntel; (d) misuse of any Services or Materials in a manner contrary to FQIntel’s written instructions or documentation; or (e) any Customer information, inputs, or data.

If any Services or Materials infringes, or FQIntel reasonably believes it may infringe a third party’s Intellectual Property rights, FQIntel may, at FQIntel’s own expense and option: (a) procure the right for Customer to continue using the applicable Services and/or Materials; (b) modify FQIntel’s Services and Materials so that they become non-infringing without material loss of functionality; or (c) terminate the applicable Order and refund the Customer a pro-rata portion of any prepaid and unused fees for the remaining part of the Term.

Subject to the provisions of Section 10, Customer will indemnify, defend, and hold harmless FQIntel, its suppliers, agents, directors, officers, employees, representatives, successors, and assigns from and against any and all loss, damage and expense, including reasonable attorney’s fees, arising from any and all third-party claims that arise out of Customer’s and Customer’s Authorized Users’ use of the Services and Materials in violation of these Terms or the applicable Order.

The party claiming to be indemnified under these Terms shall: (a) as soon as practicable forward the relevant claim to the indemnifying party; (b) not make any admission or prejudicial statement in connection with the claim; and (c) provide reasonable cooperation to the indemnifying party. The indemnifying entity shall be solely responsible for the defense or settlement of claims covered by this Section, subject to the indemnified entity’s right to participate with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from the applicable claim(s), provided that the indemnifying entity will not agree to any settlement that imposes any obligation or liability on an indemnified entity without its prior written consent, not to be unreasonably withheld, conditioned, or delayed.

The indemnification obligations set forth above are the sole and exclusive liability of the indemnifying party, and the sole and exclusive remedy of the indemnified party for any claim covered by this Section.

10. Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL FQINTEL BE HELD LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR LOSSES OF PROFITS, BUSINESS OPPORTUNITIES, GOODWILL, USE, DATA OR OTHER ECONOMIC OR INTANGIBLE LOSSES, ARISING OUT OF, OR IN CONNECTION WITH, ANY ORDER, SERVICES, AND/OR MATERIALS.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE LIABILITY OF FQINTEL ARISING OUT OF, OR IN CONNECTION WITH, ANY ORDER, SERVICES, AND/OR MATERIALS EXCEED THE AMOUNT PAYABLE UNDER THE RELEVANT ORDER.

Nothing in these Terms or any Order shall limit or exclude FQIntel’s liability for gross negligence, willful misconduct, or any other liability to the extent that such liability may not be so limited or excluded under applicable laws.

11. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder (a “Notice”) must be in writing and addressed to the parties at the addresses set forth in this Section. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), certified or registered mail, or electronic mail. Except as otherwise provided in these Terms, a Notice is effective: (a) upon receipt by the receiving party, or (b) after five business days if sent by mail or after one business day if sent by courier or electronic mail.

To FQIntel:

To Customer:

To the address reflected on the Order.

12. Miscellaneous

Except for Customer’s payment obligations, a party will not have any liability under or in connection with these Terms or any Order by reason of any failure or delay in the performance of such party’s obligations on account of any strike, shortage, riot, act of terrorism, insurrection, fire, flood, storm, explosion, earthquake, epidemic, Internet and/or electrical outage, computer virus, acts of God, war, governmental action, actions of third party owners or licensors of Materials, or any cause that is beyond such party’s reasonable control.

The failure or delay on the part of a party to exercise or enforce any right under these Terms or any Order shall not constitute or be construed as a waiver of any such right or of the right to enforce it at a later time.

Each party shall comply with its own obligations under applicable data protection and privacy laws. FQIntel will process personal information of Authorized Users and any other individual in accordance with FQIntel’s Privacy Policy at fqintel.com/privacy.

These Terms, all Orders, access to the Services and Materials, and any contractual or non-contractual dispute arising out of or in connection with them will be governed by the laws of the State of Nevada and applicable U.S. federal law, without regard to conflict/choice of law principles or the United Nations Convention on the International Sale of Goods. Except for the right of either party to seek an injunction or other equitable relief in any court of competent jurisdiction to maintain the status quo or prevent irreparable harm, the parties hereto agree to enter into good faith negotiations to resolve any dispute, claim or controversy at law or equity that arises out of or is related to these Terms, an Order or the Services and Materials, for a period of thirty (30) days. If such negotiation is unsuccessful, each party agrees to submit to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada.

These Terms will be enforced to the fullest extent permitted by law. If any provision of these Terms is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed, and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of these Terms.

Any provision in these Terms or any Order which by its nature is intended to survive expiration or termination of an Order shall so survive.

These Terms and Orders may not be modified except upon the written consent of the parties.

The headings to the sections and clauses of these Terms and the Order are provided for convenient reference only and should not be interpreted as limiting their content or affecting their validity.

These Terms, together with any other documents incorporated herein by reference and the Order, constitute the entire agreement and understanding between the parties regarding the subject matter contained herein, and supersede all other agreements, understandings, negotiations, representations, claims, and communications in all forms of media, written and oral, regarding the subject matter contained herein (including any additional, different, or conflicting terms on any of Customer’s forms, emails, purchase orders, or papers).

In the event of any inconsistency between these Terms and an Order, the term in the Order shall prevail. Any third-party terms applicable to particular Materials shall prevail in relation to those Materials over any conflicting provisions in these Terms or any Order.

Any suggestion, comment, improvement, idea, enhancement request or feedback provided by Customer or on Customer’s behalf with respect to or relating to any Services or Materials may be used by FQIntel without compensation or attribution to Customer, and in connection therewith, Customer grants FQIntel a perpetual, irrevocable, fully paid-up, unrestricted right to use any or all of the foregoing.

The parties are independent contractors and nothing in these Terms or any Order will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between or among them. Except as otherwise set forth in these Terms or the applicable Order, neither these Terms nor any Order is intended to benefit, or give rise to any rights in favor of, any third party.

No party may assign, sublicense or transfer these Terms or any Order or any right or duty thereunder, in whole or in part, without the other party’s prior written consent; provided however, a party may assign an Order without the consent of any other party in connection with the reorganization, reincorporation, merger or sale of all or substantially all of the assets or stock of such party. Each party’s rights and obligations under these Terms and the applicable Order will bind and inure to the benefit of the applicable party’s permitted successors and permitted assigns. Any assignment, transfer, or attempted assignment or transfer in violation of this Section will be void and of no force or effect.

Executed counterparts of the Order will each be deemed originals, whether exchanged via mail or electronically. Services and obligations to be performed by one of FQIntel’s entities listed on an Order may be performed by an FQIntel affiliate who is bound by confidentiality and non-use provisions substantially similar to those contained herein.