Master Service Agreement

Effective date: January 1, 2026

This Master Service Agreement (“Agreement” or “MSA”) is entered into between:

QCarder (owned by ASTROSIST Inc.)
(“QCarder”, “we”, “us” or “our”)

and

The customer identified in the applicable Order Form or online sign-up (“Customer”, “you”),

QCarder and Customer together referred to as the “Parties” and individually as a “Party”.

1. Introduction and Purpose

1.1 Purpose of this Agreement
This Agreement sets out the general terms and conditions under which QCarder will provide Customer with access to and use of:

• the QCarder platform (including virtual profiles, digital business cards, dashboards, and related features), and
• any associated professional services, support, and add-ons

• QCarder’s Terms of Service (if applicable),
• Privacy Policy,
• Data Processing Agreement (DPA) (where Personal Data is processed under European/UK/Swiss laws),
• Acceptable Use Policy (AUP), and
• any Service-specific policies or schedules referenced in an Order Form.

2. Definitions

For purposes of this Agreement, the following terms have the meanings set out below. Other capitalized terms are defined where they first appear.

2.1 “Affiliate”
Means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than 50% of the voting interests in such entity.

2.2 “Agreement” or “MSA”
Means this Master Service Agreement, including all Order Forms, schedules, annexes, and policies expressly incorporated by reference, as amended from time to time.

2.3 “Customer Data”
Means any data, content, information, files, or materials (including Personal Data) that Customer or its Users submit to, upload to, or store in the Services, or that QCarder processes on behalf of Customer in the course of providing the Services.

2.4 “Documentation”
Means the then-current online or written user guides, help articles, API documentation, or other materials that QCarder makes available to Customer regarding the operation and use of the Services.

2.5 “Order Form”
Means any ordering document, subscription selection, or online sign-up page that references this Agreement and sets out the specific Services, plans, subscription terms, quantities (e.g. seats), and Fees agreed between QCarder and Customer.

2.6 “Personal Data”
Means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws (including, where relevant, the GDPR, UK GDPR, and comparable laws).

2.7 “Platform”
Means the hosted QCarder software platform and environment made available by QCarder as a cloud-based service, including virtual profiles, digital business cards, dashboards, analytics, and related functionality.

2.8 “Services”
Means the Platform and any related products, features, professional services, integrations, and support that QCarder provides to Customer under this Agreement and the applicable Order Form(s).

2.9 “Subscription Term”
Means the period during which Customer is authorized to access and use the Services under an Order Form (e.g. monthly, annual, or multi-year term), including any renewals.

2.10 “User”
Means any individual who is authorized by Customer to access or use the Services under Customer’s account (for example, employees, contractors, or other representatives).

2.11 “DPA”
Means QCarder’s Data Processing Agreement, where applicable, which governs QCarder’s processing of Personal Data on behalf of Customer.

2.12 “AUP”
Means QCarder’s Acceptable Use Policy, as updated from time to time, which sets forth permitted and prohibited uses of the Services.

3. Scope of Services

3.1 Description of Services
Subject to this Agreement and the applicable Order Form, QCarder will:

• make the Platform available to Customer as a hosted, cloud-based service; and
• provide any add-on features, integrations, or professional services (if any) specified in the Order Form.

• selected plan or edition,
• number of seats or users,
• any usage limits (e.g. profiles, cards, workspaces),
• Subscription Term, and
• applicable Fees

• make updates, enhancements, or modifications to the Services (for example, to improve security, performance, or functionality); and
• add or remove features, provided that such changes do not materially reduce the core functionality of the Services purchased by Customer during the then-current Subscription Term.

• are provided “as is”, without warranties;
• may be modified, suspended, or discontinued at any time; and
• are not guaranteed to become generally available.

4. Term and Renewal

4.1 Agreement Term
This Agreement starts on the Effective Date and continues until terminated in accordance with Section 15 (Term and Termination).
Individual access to the Services is governed by the Subscription Term set out in each Order Form.

4.2 Subscription Term
Each Order Form specifies the applicable Subscription Term (for example, monthly, annual, or multi-year).
Unless otherwise stated in the Order Form:

• the Subscription Term begins on the start date specified in the Order Form or on the date QCarder first makes the Services available to Customer under that Order Form (whichever is earlier).

• either Party provides written notice of non-renewal at least [30] days before the end of the then-current Subscription Term (or such other period specified in the Order Form), or
• the Order Form is not eligible for auto-renewal as stated in its terms.

• the trial duration will be specified at sign-up or in the relevant Order Form;
• the Services are provided “as is” during the trial, without warranties or service level commitments;
• at the end of the trial, access will either:
  • automatically convert to a paid subscription (if stated at sign-up), or
  • automatically end, unless Customer purchases a subscription.

• continue under the updated terms; or
• provide notice of non-renewal in accordance with Section 4.3.

5. Fees, Billing, and Payment Terms

5.1 Fees and Pricing
Customer agrees to pay all fees (“Fees”) specified in the applicable Order Form or displayed at the time of online purchase.

Unless otherwise stated in the Order Form:

• Fees are based on the Services purchased, not on actual usage;
• All Fees are quoted and payable in the currency specified in the Order Form or checkout;
• All Fees are non-cancellable and non-refundable, except as expressly provided in this Agreement or required by law.

• For online purchases, Fees are due in advance and charged automatically to the selected payment method (e.g. card, online payment service).
• For invoice-based customers, Fees are due within [30] days of the invoice date.

• charge all applicable Fees using the payment method on file; and
• automatically charge renewal Fees, upgrades, or additional purchases in accordance with this Agreement and the Order Form.

• charge interest on overdue amounts at the lower of [1.5% per month] or the maximum rate permitted by law; and/or
• suspend or limit access to the Services (or specific features) until all overdue amounts are paid in full.

• any Fee changes will generally apply at the next renewal of the Subscription Term; and
• where required or appropriate, QCarder will provide prior notice.

• Fees do not include any taxes, levies, duties, or similar governmental assessments, including sales, VAT, GST, or withholding taxes (“Taxes”);
• Customer is responsible for all Taxes associated with its purchases under this Agreement, excluding Taxes based on QCarder’s net income.

6. Use of the Services

6.1 Customer Responsibilities
Customer is responsible for:

• Ensuring that its Users comply with this Agreement, the AUP, and any applicable policies;
• The accuracy, quality, and legality of all Customer Data and how it is acquired;
• Configuring the Services according to its own internal requirements and policies;
• Ensuring it has all necessary rights, consents, and permissions to submit Customer Data to the Services and to authorize QCarder to process it.

• Keep account credentials (e.g. passwords, API keys) confidential and not share them outside the authorized team;
• Use strong, unique passwords and, where available, multi-factor authentication;
• Notify QCarder promptly of any suspected unauthorized access or security breach related to the Services or Customer’s accounts.

• use the Services for any illegal, fraudulent, or harmful purpose;
• violate any applicable laws, including data protection, marketing, and anti-spam laws;
• attempt to bypass security, reverse engineer, or copy the Services to build a competing product;
• use the Services to transmit malware, spam, or other harmful content;
• host or share content that infringes the intellectual property or privacy rights of others.

• any exchange of data is solely between Customer and the third-party provider;
• QCarder is not responsible for third-party terms, privacy practices, security, or availability;
• Customer is responsible for reviewing and complying with the third-party’s own terms and privacy policy.

7. Service Levels and Support

7.1 Service Availability

QCarder will use commercially reasonable efforts to make the Services available on a 24/7 basis, excluding:

• planned maintenance windows; and
• unavailability caused by circumstances beyond QCarder’s reasonable control (including Force Majeure events as described in Section 20).

• access to online help resources, documentation, and FAQs;
• email or in-app support channels during QCarder’s normal business hours;
• incident handling for issues affecting access or core functionality.

• planned maintenance on the Services (for example, updates, security patches, infrastructure changes); and
• emergency maintenance where necessary to address critical issues or security risks.

• QCarder will schedule planned maintenance during off-peak hours; and
• will provide advance notice of planned maintenance that may materially affect availability.

8. Data Protection and Privacy

8.1 Customer Data

As between the Parties:

• Customer retains all rights, title, and interest in and to Customer Data; and
• QCarder does not claim ownership of Customer Data and will only process it to provide the Services, fulfill its obligations, and as otherwise permitted under this Agreement.

• the accuracy, quality, and legality of Customer Data;
• ensuring it has a lawful basis (and all necessary notices/consents) to submit Customer Data to QCarder; and
• ensuring that Customer’s configuration and use of the Services complies with applicable data protection laws.

• QCarder will process such Personal Data only in accordance with Customer’s documented instructions and this Agreement;
• The QCarder Data Processing Agreement (DPA) forms an integral part of this Agreement and governs such processing;
• In case of conflict between this MSA and the DPA with respect to the processing of Personal Data, the DPA will prevail.

• the DPA; and
• applicable data protection laws (including use of appropriate transfer mechanisms, such as Standard Contractual Clauses (SCCs), where required).

• QCarder will retain, return, or delete Customer Data in accordance with Section 11 of the DPA and QCarder’s internal policies; and
• QCarder may retain certain data where required by law or for legitimate business purposes (e.g. billing records, audit logs), subject to appropriate safeguards.

• their personal information may be processed by QCarder as described in the Privacy Policy; and
• they may exercise their rights in relation to such processing as set out therein.

9. Security

9.1 QCarder’s Security Measures
QCarder will implement and maintain appropriate technical and organisational measures (“TOMs”) designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, as described in:

• this Agreement, and
• Annex 2 (Technical and Organisational Measures) of the DPA (where applicable).

• QCarder will notify Customer without undue delay, in accordance with the DPA;
• QCarder will provide information reasonably available at the time, and may provide additional updates as further details are gathered;
• QCarder will take reasonable steps to mitigate the effects of the incident and prevent recurrence.

• implementing appropriate access controls and permissions for its Users;
• protecting its own systems, devices, and networks used to access the Services;
• keeping login credentials and API keys secure and not sharing them outside authorized personnel;
• promptly notifying QCarder if Customer becomes aware of any unauthorized access to or use of the Services or Customer accounts.

• misuse of credentials,
• configuration errors under Customer’s control, or
• vulnerabilities in Customer’s own systems or third-party tools not managed by QCarder.

10. Intellectual Property Rights

10.1 Ownership of the QCarder Platform
As between the Parties:

• QCarder (and its licensors, where applicable) owns all rights, title, and interest in and to the Platform and Services, including all software, technology, user interfaces, designs, trademarks, logos, and Documentation, and all improvements, enhancements, and derivative works thereof.
• No rights are granted to Customer under this Agreement except as expressly set out herein.

• all Customer Data, and
• any content, branding, logos, or materials that Customer or its Users upload, configure, or use in the Services (collectively, “Customer Content”).

• access and use the Services during the applicable Subscription Term;
• allow its authorized Users to use the Services solely for Customer’s own internal business purposes.

• rent, lease, sell, resell, assign, distribute, or otherwise commercially exploit the Services;
• copy, modify, or create derivative works based on the Services (except to the extent expressly permitted in Documentation or by mandatory law);
• remove or alter any proprietary notices (e.g. copyright, trademark) in the Services or Documentation.

• host, store, reproduce, display, process, and transmit Customer Content and Customer Data as necessary to:
  • provide, maintain, secure, and support the Services;
  • prevent or address technical or security issues;
  • comply with law or enforce this Agreement.

• QCarder may freely use, implement, and exploit such Feedback without restriction or obligation to Customer;
• Customer hereby assigns (or agrees to assign) all rights, title, and interest in such Feedback to QCarder, to the maximum extent permitted by law.

• to identify Customer’s use of the Services in a truthful, descriptive manner, and
• as allowed by any co-branding or marketing agreement separately agreed in writing.

• display Customer’s name and logo as a reference customer in marketing materials and on our website, unless Customer opts out in writing.

11. Confidentiality

11.1 Confidential Information
“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally, in writing, or in any other form, that is:

• identified as confidential at the time of disclosure, or
• that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

• business plans, pricing, product roadmaps, technical information, security information, designs, and Documentation;
• Customer Data and Customer’s internal business information;
• any non-public information about QCarder’s systems, technology, and operations.

• use the Disclosing Party’s Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement;
• not disclose Confidential Information to any third party, except as expressly permitted by this Agreement;
• restrict access to Confidential Information to its employees, contractors, and advisors who need to know such information and are bound by confidentiality obligations no less protective than those in this Agreement;
• protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable degree of care.

• to the extent required by law, regulation, or court order, provided that (where legally permitted) the Receiving Party gives the Disclosing Party prompt notice and cooperates reasonably in any effort to limit or oppose such disclosure; or
• to its legal, financial, and professional advisors, who are themselves under duties of confidentiality.

• return or destroy the Disclosing Party’s Confidential Information, to the extent reasonably practicable; and
• may retain copies required by law or for standard backup, archival, or audit purposes, subject to ongoing confidentiality obligations.

12. Warranties and Disclaimers

12.1 Mutual Warranties
Each Party represents and warrants that:

• it is duly organized, validly existing, and in good standing under the laws of its jurisdiction;
• it has the full power and authority to enter into and perform its obligations under this Agreement;
• its performance under this Agreement will not violate any other agreement to which it is a party.

• during the applicable Subscription Term, the Services will operate in all material respects in accordance with the then-current Documentation;
• it will provide the Services using reasonable skill and care, consistent with generally accepted industry practices for similar SaaS services.

• for QCarder to use commercially reasonable efforts to correct the non-conformity; or
• if QCarder is unable to correct the issue in a commercially reasonable time, Customer may terminate the affected Services and receive a pro-rated refund of pre-paid, unused Fees for the remainder of the Subscription Term for the affected Services.

• it has and will maintain all rights, consents, and permissions necessary to submit Customer Data to the Services;
• its use of the Services and Customer Data will comply with applicable laws, this Agreement, the AUP, and any applicable third-party terms;
• it will not use the Services in a way that causes QCarder to be in violation of any law or regulation.

• QCarder does not warrant that the Services will be uninterrupted, error-free, or free from harmful components;
• QCarder does not warrant that the Services will meet all of Customer’s specific requirements, business outcomes, or performance targets;
• The Services, Documentation, and any related outputs are provided “as is” and “as available” to the fullest extent permitted by law.

13. Indemnification

13.1 Indemnification by QCarder (IP Infringement)
QCarder will defend Customer against any third-party claim alleging that Customer’s authorized use of the Services (as provided by QCarder) infringes a third party’s copyright, trademark, or patent (a “IP Claim”), and will pay any damages and reasonable costs finally awarded against Customer by a court of competent jurisdiction (or agreed in settlement by QCarder) arising out of such IP Claim.

This obligation applies only if:

• Customer promptly notifies QCarder in writing of the IP Claim;
• QCarder has sole control over the defense and settlement of the IP Claim (provided that QCarder may not admit liability on behalf of Customer without Customer’s consent, not to be unreasonably withheld); and
• Customer provides reasonable cooperation and assistance at QCarder’s expense.

• Customer’s or a User’s use of the Services in breach of this Agreement, the AUP, or Documentation;
• modifications to the Services made by anyone other than QCarder (or its authorized contractors);
• combination or use of the Services with products, services, data, or processes not provided by QCarder, if the claim would not have arisen but for such combination or use;
• Customer Content, Customer Data, or any materials provided by or on behalf of Customer.

• promptly notify Customer in writing of any such claim;
• grant Customer sole control over the defense and settlement (provided Customer may not settle any claim that imposes obligations on QCarder without QCarder’s prior written consent); and
• provide reasonable cooperation at Customer’s expense.

14. Limitation of Liability

14.1 Exclusion of Certain Damages
To the maximum extent permitted by applicable law, neither Party shall be liable to the other Party for any:

• indirect, incidental, consequential, special, punitive, or exemplary damages;
• loss of profits, revenue, business, goodwill, or anticipated savings;
• loss or corruption of data (to the extent such loss is not caused by a Party’s wilful misconduct or gross negligence),

• the total Fees paid or payable by Customer to QCarder under the applicable Order Form(s) during the twelve (12) months immediately preceding the event giving rise to the claim.

• the Fees charged by QCarder reflect the allocation of risk set forth in this Agreement; and
• the limitations and exclusions in this Section 14 form an essential basis of the bargain between the Parties.

15. Term and Termination

15.1 Term of the Agreement
This Agreement begins on the Effective Date and continues until:

• all Subscription Terms under all active Order Forms have expired; or
• the Agreement is otherwise terminated in accordance with this Section 15.

• either Party may terminate the Agreement (or a specific Order Form) for convenience by giving the other Party [30/60] days’ prior written notice;
• unless otherwise stated, Fees already paid are non-refundable, and any unpaid Fees for the remainder of the current Subscription Term will remain due.

• Customer fails to pay undisputed Fees when due and does not cure within a reasonable grace period;
• QCarder reasonably believes that Customer or a User is using the Services in a way that:
  • violates the AUP or applicable law,
  • poses a security risk to the Services or other customers, or
  • may subject QCarder or any third party to liability.

• provide notice to Customer before or promptly after a suspension; and
• limit the suspension to the minimum necessary to address the issue.

• Customer’s right to access and use the Services under the terminated Order Form(s) will cease;
• Customer shall promptly pay all outstanding Fees due up to the effective date of termination (and, where applicable, any other amounts specified under the terms of the Order Form);
• QCarder will handle Customer Data in accordance with:
  • this Agreement, and
  • the DPA and internal retention/deletion policies (e.g. limited-time export window, then deletion or anonymization).

• Fees and Payment (Section 5, to the extent of outstanding amounts)
• Use of the Services (Section 6, as applicable)
• Data Protection and Privacy (Section 8, as applicable)
• Security (Section 9, as applicable)
• Intellectual Property Rights (Section 10)
• Confidentiality (Section 11)
• Warranties and Disclaimers (Section 12)
• Indemnification (Section 13)
• Limitation of Liability (Section 14)
• Term and Termination – Effects and Survival (Section 15.5–15.6)
• Governing Law and Dispute Resolution (Section 17)
• Miscellaneous (Section 20)

16. Subcontractors and Assignment

16.1 Use of Subcontractors / Subprocessors
QCarder may engage Affiliates, subcontractors, and Subprocessors to assist in providing the Services, including hosting, support, analytics, and messaging.

QCarder will:

• remain responsible for the acts and omissions of its subcontractors related to the Services to the same extent as if QCarder had performed the relevant obligations itself; and
• ensure that any Subprocessor engaged to process Personal Data is bound by written data protection obligations consistent with the DPA.

• to an Affiliate, or
• in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to the Services,

17. Governing Law and Dispute Resolution

17.1 Governing Law
This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of State of Delaware, USA, without regard to its conflict of law principles. Each Party:

• waives any objection to the chosen forum, including objections based on inconvenient forum; and
• agrees not to commence or pursue proceedings in any other forum, except where required by applicable law.

• first attempt in good faith to resolve any dispute or claim through informal discussions; and
• escalate the matter to appropriate management-level representatives if the issue is not resolved within a reasonable time.

• injunctive relief, specific performance, or other equitable remedies in any court of competent jurisdiction,
• where such relief is necessary to protect that Party’s confidential information, intellectual property rights, or data security.

18. Compliance and Export Control

18.1 Compliance with Laws
Each Party shall comply with all applicable laws and regulations in connection with its performance under this Agreement, including:

• data protection and privacy laws,
• anti-bribery and anti-corruption laws, and
• applicable marketing, consumer protection, and employment laws.

• access or use the Services in any restricted country or territory in violation of applicable sanctions;
• provide access to the Services to any individual or entity listed on applicable sanctions or restricted party lists;
• use the Services for any purpose prohibited by applicable export control laws.

• located in a country or territory that is subject to comprehensive sanctions, or
• listed on any sanctions list that would prohibit the provision or use of the Services.

• will not engage in any activity that would constitute a violation of applicable anti-bribery or anti-corruption laws (such as the U.S. FCPA or UK Bribery Act); and
• has not and will not offer, give, request, or accept any bribe, kickback, improper payment, or other advantage in connection with this Agreement.

19. Notices

19.1 Formal Notices
All notices required or permitted under this Agreement (“Notices”) shall be in writing and shall be deemed given when:

• delivered personally;
• sent by recognized overnight courier; or
• sent by registered or certified mail (return receipt requested),

• email to the billing or admin contact(s) designated by Customer; or
• in-app notifications or messages within the Services.

20. Miscellaneous

20.1 Entire Agreement
This Agreement, together with all Order Forms, the DPA, AUP, Privacy Policy, and any schedules or annexes expressly incorporated by reference, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.
20.2 Order of Precedence
In the event of any conflict or inconsistency between the following documents, the order of precedence shall be:

• 1. The Order Form (including any service-specific terms stated therein);
• 2. The Data Processing Agreement (DPA) (with respect to Personal Data);
• 3. Any applicable Service Level Agreement (SLA) or support terms;
• 4. This Master Service Agreement (MSA);
• 5. The Acceptable Use Policy (AUP) and other referenced policies;
• 6. The Documentation.

• in writing, and
• signed or otherwise agreed to by both Parties (which may include acceptance via electronic means where permitted).

• natural disasters, war, terrorism, civil unrest, labour disputes, internet or telecommunications failures, power outages, government actions, or pandemics (“Force Majeure”).

• use reasonable efforts to mitigate the impact, and
• resume performance as soon as reasonably practicable.

• in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument; and
• by electronic signature or acceptance (including click-through or online acceptance), which shall have the same legal effect as a handwritten signature, to the extent permitted by law.