Effective Date: January 25, 2026 Last updated: January 25, 2026
1. Definitions
1.1 "QUBS" means QUBS International Pty Ltd (ACN 618 205 351).
1.2 "Services" means the subscription-based software services provided by QUBS for radiological clinics, including QUBS APIs, tools, and Documentation to enable integrations.
1.3 "Partner" means the entity entering into this Agreement.
1.4 "Integration" means any software, connector, API usage, or other interface developed, maintained, or provided by Partner to interoperate with the Services.
1.5 "Partner Data" means any data, information, or material submitted by Partner to the Services.
1.6 "Documentation" means QUBS technical documentation and integration guides made available by QUBS.
1.7 "End Users" means QUBS customers that use the Services.
1.8 "Order Form" or "Partner Addendum" means a written agreement between the parties describing commercial terms, fees, or revenue sharing.
1.9 "Term" means the period this Agreement is in effect.
1.10 "AI Features" means optional features that use machine learning or generative models to assist with drafting, summarization, form assistance, booking assistance, or referral data extraction.
2. Relationship of the Parties
2.1 Appointment. QUBS appoints Partner as a non-exclusive integration partner. Nothing in this Agreement creates an exclusive relationship.
2.2 Independent Contractors. The parties are independent contractors and neither party has authority to bind the other.
2.3 End Users. End Users are governed by the QUBS Service Agreement. Partner will not make commitments on behalf of QUBS or represent that Partner can modify QUBS terms.
3. License and Use of APIs
3.1 License. QUBS grants Partner a limited, non-exclusive, non-transferable license to access and use the Services and Documentation solely to develop, test, and maintain the Integration during the Term.
3.2 Restrictions. Partner will not (and will not permit any third party to):
- reverse engineer or attempt to discover QUBS source code;
- use the Services to build a competing product or resell QUBS services without written permission; or
- interfere with the Services, probe security, or access data not authorized for Partner.
3.3 Credentials. Partner will keep API credentials secure and will promptly notify QUBS of any unauthorized access or misuse.
4. Integration Requirements
4.1 Responsibility. Partner is solely responsible for the design, development, testing, security, compliance, and ongoing maintenance of the Integration.
4.2 Compatibility. Partner will use commercially reasonable efforts to keep the Integration compatible with the current version of the Services and Documentation.
4.3 Change Management. QUBS may update APIs or Services. QUBS will use reasonable efforts to provide advance notice of material changes.
4.4 Security. Partner will implement appropriate safeguards and will not introduce malicious code or interfere with the Services.
5. Partner Responsibilities
5.1 Compliance. Partner will comply with all applicable laws and regulations, including privacy and health information laws.
5.2 Partner Data. Partner is responsible for the accuracy, legality, and integrity of Partner Data and for obtaining all required consents.
5.3 Support. Partner will provide support for the Integration and maintain a technical contact for incident coordination.
5.4 Marketing. Partner will not make misleading claims about QUBS or the Services and will follow QUBS branding guidelines when using QUBS marks.
6. Fees and Payment
6.1 Fees. Fees or revenue sharing, if any, will be set out in the applicable Order Form or Partner Addendum.
6.2 Payment Terms. Unless otherwise agreed, fees are due within thirty (30) days from the invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
6.3 Taxes. Fees are exclusive of taxes. Partner is responsible for all applicable taxes, except for taxes on QUBS income.
7. Data, Privacy, and Security
7.1 Roles. Each party is responsible for its own data. Clinics control patient data in the Services, and patient requests should be directed to the clinic.
7.2 Data Processing. If required by law, the parties will enter into a data processing addendum covering their respective obligations.
7.3 Security. QUBS will maintain appropriate security measures as generally described in the Security Policy, which is informational and may be updated from time to time.
7.4 Security Incidents. Each party will notify the other without undue delay after becoming aware of a confirmed security incident affecting shared data.
7.5 AI Features. QUBS may offer optional AI Features. AI outputs are assistive only and must be reviewed by humans. Partner will not represent AI outputs as clinical advice or use them without required review and approvals.
7.6 AI Data Use. QUBS will not send patient health information to third-party AI vendors unless Partner explicitly enables such processing and appropriate safeguards are in place. If Partner enables AI Features for its Integration, Partner represents that it has obtained all necessary rights and consents. QUBS may use Partner Data to improve AI Features consistent with this Agreement and applicable law.
8. Support
8.1 QUBS Support. QUBS will provide support for the Services in accordance with its Support Policy, which describes current support practices and may be updated from time to time. If there is a conflict, this Agreement controls.
8.2 Partner Support. Partner is responsible for supporting the Integration and any Partner systems.
9. Intellectual Property and Branding
9.1 Ownership. Each party retains its respective intellectual property. Partner retains ownership of the Integration, and QUBS retains ownership of the Services.
9.2 Branding License. QUBS grants Partner a limited, revocable license to use QUBS trademarks solely to market the Integration, subject to QUBS' written guidelines.
9.3 Feedback. Partner may provide feedback, and QUBS may use it without restriction or obligation.
10. Warranties and Disclaimers
10.1 Mutual Warranties. Each party warrants that it has the power and authority to enter into this Agreement.
10.2 Partner Warranties. Partner warrants that the Integration does not infringe third-party rights, does not include malicious code, and complies with applicable laws.
10.3 Limited Warranty. QUBS warrants that the Services will perform materially in accordance with the Documentation under normal use.
10.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND QUBS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. Indemnification
11.1 Partner Indemnity. Partner will defend and indemnify QUBS from claims arising out of the Integration, Partner Data, or Partner's breach of this Agreement.
11.2 QUBS Indemnity. QUBS will defend and indemnify Partner from claims that the Services, as provided by QUBS, infringe a third party's intellectual property rights, excluding claims arising from Partner Data, third-party services, or unauthorized use.
11.3 Process. The indemnified party must promptly notify the other party and provide reasonable cooperation. The indemnifying party may control the defense and settlement.
12. Limitation of Liability
12.1 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUBS' TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY PARTNER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.
12.2 Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, OR DATA.
12.3 Exceptions. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.
13. Term and Termination
13.1 Term. This Agreement begins on the Effective Date and continues until terminated by either party.
13.2 Termination for Cause. Either party may terminate this Agreement if the other party materially breaches and fails to cure the breach within thirty (30) days after written notice.
13.3 Termination for Convenience. Either party may terminate this Agreement for any reason with thirty (30) days written notice.
13.4 Effect of Termination. Upon termination, Partner will stop using the Services, delete QUBS Confidential Information, and cease using QUBS trademarks. QUBS will handle Partner Data as described in this Agreement and applicable law.
13.5 Survival. Sections relating to fees, confidentiality, IP, indemnification, limitation of liability, and general provisions survive termination.
14. General Provisions
14.1 Governing Law. This Agreement is governed by the laws of Western Australia, Australia, and the parties submit to the courts of Western Australia.
14.2 Notices. Notices must be in writing and will be deemed given when sent to [email protected] (for QUBS) and to the email address provided by the other party.
14.3 Assignment. Partner may not assign this Agreement without QUBS' prior written consent. QUBS may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.
14.4 Force Majeure. Neither party is liable for delays or failures caused by events outside its reasonable control.
14.5 Entire Agreement. This Agreement and any Order Forms or Partner Addenda constitute the entire agreement between the parties and supersede all prior agreements.
14.6 Amendments and Waiver. Any amendment or waiver must be in writing and signed by both parties.
14.7 Severability. If any provision is unenforceable, the remaining provisions will remain in effect.
