FOUNDING USER AGREEMENT

QARP AI Audit Assistant — Founding Users Program

Version 1.0 — Effective from the date of payment confirmation.

This Founding User Agreement (the “Agreement”) is concluded between THE QARP ACADEMY S.L. (the “Provider”) and the natural or legal person identified at the time of payment (the “Founding User”). By completing the payment, the Founding User accepts this Agreement in full.

1. DEFINITIONS

1.1. “Provider” means THE QARP ACADEMY S.L., a company incorporated in Spain, registration number B19913078, with registered office at Carrer Lluis I Companys, 08860 Castelldefels, Barcelona, Spain.

1.2. “Founding User” means the individual or entity that has paid the Founding User Fee and is identified in the related payment confirmation.

1.3. “Platform” means the QARP AI Audit Assistant software-as-a-service platform made available by the Provider, including its web interface, AI functionalities, and related documentation.

1.4. “Founding User Fee” means the one-time payment of EUR 700 (seven hundred euros), VAT inclusive where applicable.

1.5. “Lifetime Access” means access to the Platform for the entire period during which the Provider continues to operate the Platform commercially, subject to the terms of this Agreement.

1.6. “AI Output” means any text, analysis, recommendation, document, summary or other information generated by the Platform.

1.7. “User Content” means any data, document, file or information uploaded or submitted by the Founding User to the Platform.

2. SUBJECT MATTER

2.1. The Provider grants the Founding User a personal, non-exclusive, non-transferable and non-sublicensable right to access and use the Platform under the terms of this Agreement.

2.2. The Platform is intended as an informational and assistive tool for professionals working with GxP, quality management and audit-related activities. It does not constitute regulatory, legal, medical or professional advice.

3. FEE AND ACTIVATION

3.1. The Founding User Fee is a one-time payment of EUR 700, payable in advance via the payment methods made available by the Provider (including Stripe and SEPA bank transfer).

3.2. Access to the Platform is activated upon receipt and confirmation of the full payment by the Provider.

3.3. No recurring subscription fees are charged for the Lifetime Access tier acquired under this Agreement. The Provider reserves the right to introduce optional paid add-ons or premium modules in the future, which are not included in the Founding User Fee.

4. SCOPE OF LIFETIME ACCESS

4.1. Lifetime Access entitles the Founding User to use the generally released version of the Platform, including standard updates and improvements made available to all users of the same access tier.

4.2. Lifetime Access does not constitute a perpetual or unconditional right. The Provider may suspend, modify, restrict or discontinue the Platform in accordance with Sections 10 and 11.

4.3. Lifetime Access is strictly personal. It may not be sold, assigned, sublicensed, shared or transferred without the prior written consent of the Provider, except by operation of law in the case of legal entities undergoing corporate reorganisation.

5. ACCEPTABLE USE

5.1. The Founding User undertakes to use the Platform lawfully and in good faith, and in particular shall not:

(a) use the Platform in violation of applicable laws or regulations;

(b) upload User Content that infringes third-party rights or contains unlawful content;

(c) attempt to reverse-engineer, decompile or extract the underlying models, code or training data of the Platform;

(d) use the Platform to develop a competing product or service;

(e) share access credentials with any third party.

5.2. The Founding User is solely responsible for ensuring that they have the right and authority to upload any User Content to the Platform.

6. AI OUTPUT — DISCLAIMER

6.1. AI Output is generated automatically and may contain errors, omissions or inaccuracies.

6.2. AI Output is provided “as is” and does not replace professional judgement, regulatory review, legal advice or qualified human assessment.

6.3. The Founding User is solely responsible for verifying, validating and approving any AI Output before relying on it or using it in any regulated, professional or business context.

7. DATA PROTECTION

7.1. The Provider processes personal data in accordance with Regulation (EU) 2016/679 (GDPR) and applicable Spanish data protection law.

7.2. The Provider acts as data controller for account and billing data, and as data processor for User Content uploaded by the Founding User, in accordance with the Provider’s Privacy Policy and, where applicable, a separate Data Processing Agreement.

7.3. The Founding User shall not upload to the Platform any special categories of personal data (Article 9 GDPR), patient identifiable data, or any personal data for which they do not have a valid lawful basis.

7.4. The Provider shall implement reasonable technical and organisational measures to protect personal data, and shall notify the Founding User of any personal data breach affecting their data without undue delay after becoming aware of it.

8. INTELLECTUAL PROPERTY

8.1. All intellectual property rights in and to the Platform, including software, models, interfaces, documentation and trademarks, remain the exclusive property of the Provider or its licensors.

8.2. The Founding User retains all rights in their User Content. The Founding User grants the Provider a limited, non-exclusive licence to host, process and display User Content solely for the purpose of providing the Platform.

8.3. AI Output generated specifically for the Founding User on the basis of their User Content may be used by the Founding User for their internal professional purposes, subject to this Agreement.

9. WARRANTIES AND LIMITATION OF LIABILITY

9.1. The Platform is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, the Provider disclaims all implied warranties, including merchantability, fitness for a particular purpose, accuracy and non-infringement.

9.2. The Provider does not warrant that the Platform will be uninterrupted, error-free, or that AI Output will meet any specific requirement.

9.3. To the maximum extent permitted by applicable law, the Provider’s total aggregate liability under this Agreement shall not exceed the amount of the Founding User Fee actually paid by the Founding User.

9.4. The Provider shall not be liable for indirect, incidental, special or consequential damages, loss of profits, loss of data, regulatory penalties or reputational harm.

9.5. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, gross negligence, or wilful misconduct, or, where the Founding User is a consumer, mandatory consumer protection rights.

10. TERM, SUSPENSION AND TERMINATION

10.1. This Agreement enters into force upon confirmation of payment and remains in effect for the duration of the Lifetime Access, unless terminated in accordance with this Section.

10.2. The Provider may suspend or terminate access immediately in case of material breach by the Founding User, including breach of Sections 5, 7.3 or 8.

10.3. The Founding User may terminate this Agreement at any time by ceasing to use the Platform and notifying the Provider; such termination does not entitle the Founding User to a refund except as provided in Section 12.

11. DISCONTINUATION OF THE PLATFORM

11.1. The Provider may, at its sole discretion, discontinue the Platform in whole or in part, in particular for technical, economic, legal or regulatory reasons.

11.2. In the event of full discontinuation of the Platform within twenty-four (24) months following the Founding User’s payment, the Provider shall refund a pro-rata portion of the Founding User Fee, calculated on a straight-line basis over that 24-month period. After this period, no refund is due in case of discontinuation.

11.3. Refund under this Section is the Founding User’s sole and exclusive remedy in case of discontinuation of the Platform.

12. CONSUMER WITHDRAWAL RIGHT

12.1. Where the Founding User qualifies as a consumer under EU law, they have the right to withdraw from this Agreement within fourteen (14) days from the date of payment confirmation, without giving any reason.

12.2. By expressly requesting immediate access to the Platform upon payment, the Founding User acknowledges that the right of withdrawal is lost once the Platform has been fully made available and used during the withdrawal period, in accordance with Article 16(m) of Directive 2011/83/EU.

12.3. Outside the cases described in Sections 11 and 12.1, the Founding User Fee is non-refundable.

13. CONFIDENTIALITY

13.1. Each party shall keep confidential any non-public information disclosed by the other party in connection with this Agreement, and shall use such information solely for the purpose of performing this Agreement.

14. GOVERNING LAW AND JURISDICTION

14.1. This Agreement is governed by the laws of the Kingdom of Spain.

14.2. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Barcelona, Spain, without prejudice to any mandatory consumer protection rules granting the consumer the right to bring proceedings before the courts of their place of residence.

15. MISCELLANEOUS

15.1. This Agreement, together with the Privacy Policy and any document expressly referenced herein, constitutes the entire agreement between the parties regarding its subject matter.

15.2. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.3. The Provider may update this Agreement to reflect legal, technical or operational changes. Material changes shall be notified to the Founding User with reasonable notice. Continued use of the Platform after the effective date of changes constitutes acceptance of the updated terms.

15.4. Notices under this Agreement shall be sent to: maxim.bunimovich@theqarp.com.

16. SIGNATURES

Provider: THE QARP ACADEMY S.L. Name: Maxim Bunimovich
Title: Director
Date:
Signature:
Founding User: Name:
Email:
Date:
Signature (electronic acceptance via payment confirmation):