Form 8-K

8-K — Fusemachines Inc.

Accession: 0001493152-26-037251

Filed: 2026-08-12

Period: 2026-08-11

CIK: 0002033383

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002033383

2026-08-11

0002033383

FUSE:CommonStockParValue0.0001PerShareMember

2026-08-11

0002033383

FUSE:WarrantsToPurchaseSharesOfCommonStockMember

2026-08-11

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (date of earliest event reported) August 11, 2026

FUSEMACHINES

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42909

98-1602789

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(I.R.S.

Employer

Identification

Number)

200

West 41st Street, 21st Floor

New

York. New York 10036

(Address

of principal executive offices and zip code)

(347)

212-5075

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

FUSE

Nasdaq

Stock Market LLC

Warrants

to purchase shares of Common Stock

FUSEW

Nasdaq

Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

August 11, Fusemachines Inc., a Delaware corporation (the “Company”) entered into a Strategic Share Issuance Agreement dated

August 8, 2026 (the “Share Issuance Agreement”) with Qintess Holding e Participações Ltda., a Brazilian limited

liability company (“Qintess”). Also on August 11, 2026, the Company entered into a Master License and Services Agreement

(the “MSA”) with Qintess.

Under

the MSA, Qintess has agreed to purchase a minimum of $6,500,000 of the Company’s products and services (the “Committed Services

Spend”) over a three-year term. In connection with the MSA and subject to achievement of the Committed Services Spend, under the

Share Issuance Agreement the Company agreed to issue Qintess up to an aggregate of 1,250,000 shares of common stock, par value $0.0001

per share (the “Shares”), in three tranches: (i) 750,000 shares within 10 business days of the effective date of the Share

Issuance Agreement; (ii) 250,000 shares on the second anniversary of the effective date if Qintess has purchased at least $4,500,000

of the Committed Services Spend; and (iii) 250,000 shares on the third anniversary of the effective date if Qintess has purchased at

least $6,500,000 of the Committed Services Spend, in each case subject to Qintess not being in material breach of its obligations under

the Share Issuance Agreement or the MSA.

The

Company and Qintess will also enter into a Registration Rights Agreement requiring the Company to file a resale registration statement

on Form S-1 (or other appropriate form) within 60 days of closing covering the resale of the Shares.

The

foregoing descriptions of the Share Issuance Agreement and the MSA do not purport to be complete and are qualified in their entirety

by reference to the full text of the Share Issuance Agreement and the MSA, copies of which are filed as Exhibit 10.1 and Exhibit 10.2,

respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

described in Item 1.01 above, the Company agreed to issue up to an aggregate of 1,250,000 shares of common stock to Qintess pursuant

to the Share Issuance Agreement. The Shares were and will be issued without registration under the Securities Act of 1933, as amended

(the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act

and/or Rule 506(b) of Regulation D thereunder. The full description of the Share Issuance Agreement and the Shares as set forth in Item

1.01 are hereby incorporated into this Item 3.02 by reference.

Item

7.01 Regulation FD Disclosure.

August 12, 2026, the Company issued a press release announcing its entry into the Share Issuance Agreement and the MSA with Qintess.

A copy of the press release is furnished as Exhibit 99.1 hereto.

The

information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless

of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking

Statements. This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor”

provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future

events or future financial or operating performance of the Company. In some cases, you can identify forward-looking statements by terminology

such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“forecast,” “future,” “intend,” “may,” “might,” “plan,” “possible,”

“potential,” “predict,” “project,” “propose,” “seek,” “should,”

“strive,” “will,” or “would” or the negatives of these terms or variations of them or similar terminology.

Specifically, the Company’s statements regarding the anticipated benefits of its strategic relationship with Qintess, Qintess’s

performance of its Committed Services Spend obligations under the MSA, future issuances of shares of common stock pursuant to the Share

Issuance Agreement, the parties’ ability to perform their respective obligations under the MSA and the Share Issuance Agreement,

and other similar statements are forward-looking statements. These statements are subject to risks, uncertainties, and other factors

which may be beyond the control of the Company and could cause actual outcomes to differ materially from those expressed or implied by

such forward-looking statements, including the risk that anticipated benefits of the Qintess relationship may not be realized, that Qintess

may not achieve the required spend thresholds, that future share issuances may be dilutive, and that either party may fail to perform

under the MSA or the Share Issuance Agreement. These and other risks are described more fully in the Company’s other filings with

the Securities and Exchange Commission (the “Commission”), including the Company’s Annual Report on Form 10-K for the

year ended December 31, 2025, filed with the Commission on March 27, 2026, and other documents the Company files with the Commission

from time to time. The Company undertakes no obligation to update forward-looking statements, except as required by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

10.1

Strategic Share Issuance Agreement, dated as of August 11, 2026, by and between Fusemachines Inc. and Qintess Holding e Participações Ltda.

10.2

Master License and Services Agreement, dated as of August 11, 2026, by and between Fusemachines Inc. and Qintess Holding e Participações Ltda.

99.1

Press Release dated August 12, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Date:

August 12, 2026

FUSEMACHINES

INC.

By:

/s/

Sameer Maskey

Sameer

Maskey

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

STRATEGIC

SHARE ISSUANCE AGREEMENT

This

STRATEGIC SHARE ISSUANCE AGREEMENT (this “Agreement”) is entered into as of July __ 2026 (the “Effective

Date”), by and between Fusemachines, Inc., a Delaware corporation (the “Company”), and Qintess

Holding e Participações Ltda., a Brazilian limited liability company (the “Client”, and together

with the Company, the “Parties”, and each, a “Party”).

RECITALS

WHEREAS,

the Company provides enterprise artificial intelligence, agentic AI, and technology transformation services;

WHEREAS,

pursuant to the terms of the MSA, the Client has agreed to purchase a minimum of $6,500,000 of Services (collectively, the “Committed

Services Spend”) over the three (3) year period starting on the Effective Date (the “Term”); and

WHEREAS,

in connection with the MSA and subject to the achievement of the Committed Services Spend, the Company has agreed to issue up to 1,250,000

shares of its common stock, par value $0.0001 per share (“Shares”), on the terms and conditions set forth below.

NOW,

THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. SHARE

CONSIDERATION AND ISSUANCE.

(a) Total

Shares. In consideration of the Client’s execution of the MSA and its agreement

to the Committed Services Spend, the Company has agreed to issue to the Client an aggregate

of 1,250,000 Shares, in three (3) tranches, as follows:

(i) Tranche

1: The Company will issue 750,000 Shares to the Client within ten (10) business days

following the Effective Date (the “Tranche 1 Shares”);

(ii) Tranche

2: The Company will issue 250,000 Shares to the Client within ten (10) business days

following the second (2nd) anniversary of the Effective Date if Client has purchased at least

$4,500,000 of the Committed Services Spend (the “Tranche 2 Shares”); and

(iii) Tranche

3: The Company will issue 250,000 Shares to the Client within ten (10) business days

following the third (3rd) anniversary of the Effective Date if Client has purchased at least

$6,500,000 of the Committed Services Spend (the “Tranche 3 Shares”); and

(b) Conditions

to Issuance of the Tranche 1 Shares. The obligation of the Company to issue the Tranche

1 Shares is subject to the Client not being in material breach of any of its obligations

under this Agreement or the MSA.

Page 1 of 9

to Issuance of the Tranche 2 Shares. The obligation of the Company to issue the Tranche

2 Shares is subject to the following conditions:

(i) The

Client is not in material breach of any of its obligations under this Agreement or the MSA;

(ii) The

Client will have purchased at least $4,500,000 of the Committed Services Spend.

(d) Conditions

to Issuance of the Tranche 3 Shares. The obligation of the Company to issue the Tranche

3 Shares is subject to the following conditions:

(i) The

Client is not in material breach of any of its obligations under this Agreement or the MSA;

and

(ii) The

Client will have purchased at least $6,500,000 of the Committed Services Spend.

(e) Prepayment

for Services.

(i) If

the Client fails to purchase a minimum of $500,000 of the Committed Services Spend prior

to the 6 month anniversary of the Effective Date, the Client will, within thirty (30) days

following the 6 month anniversary of the Effective Date, prepay for future Services under

the MSA an amount equal to the difference between (x) $500,000 and (y) the amount paid by

the Client to the Company to purchase services pursuant to the MSA prior to the 6 month anniversary

of the Effective Date.

(ii) If

the Client fails to purchase a minimum of $1,000,000 of the Committed Services Spend prior

to the 12 month anniversary of the Effective Date, the Client will within thirty (30) days

following the 12 month anniversary of Effective Date, prepay for future Services under the

MSA an amount equal to the difference between (x) $1,000,000 and (y) the amount paid by the

Client to the Company to purchase services pursuant to the MSA prior to the 12 month anniversary

of the Effective Date.

(iii) If

the Client fails to purchase a minimum of $2,000,000 of the Committed Services Spend prior

to the 24 month anniversary of the Effective Date, the Client will, within thirty (30) days

following the 24 month anniversary of the Effective Date, prepay for future Services under

the MSA an amount equal to the difference between (x) $2,000,000 and (y) the amount paid

by the Client to the Company to purchase services pursuant to the MSA prior to the 24 month

anniversary of the Effective Date.

2. CLOSING

DATE.

(a) The

closing hereunder (the “Closing”) shall occur remotely via the

exchange of documents and signatures on the Effective Date. The date the Closing occurs is

hereinafter referred to as the “Closing Date”.

(b) Within

ten (10) business days of the Closing Date, the Company shall deliver, or cause to be delivered,

to the Client the Tranche 1 Shares in book-entry form, and the Company shall instruct its

transfer agent for the Shares to register such issuance at the time of such issuance.

Page 2 of 9

ten (10) business days of the Closing Date, the Company and the Client shall execute and

deliver a Registration Rights Agreement, in a form to be provided by the Company (the “Registration

Rights Agreement”), and any related agreements or other documents required

to be executed hereunder or reasonably requested by the other party hereto. The Registration

Rights Agreement shall provide, among other things, that the Company shall, within sixty

(60) days following the Closing Date, prepare and file with the U.S. Securities and Exchange

Commission a registration statement on Form S-1 (or such other form as may be appropriate)

(the “Registration Statement”) covering the resale of the Shares

issuable pursuant to this Agreement, and shall use commercially reasonable efforts to cause

such Registration Statement to be declared effective as promptly as practicable after filing.

3. REPRESENTATIONS

AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants, as of the

date hereof and as of the Closing Date, to the Client as follows:

(a) Organization

and Standing. The Company is a Delaware corporation, duly organized, validly existing

and in good standing under the Laws of the State of Delaware. The Company has full corporate

power and authority to own, lease and operate its properties and conduct its business as

presently conducted, and is duly qualified or licensed as a foreign corporation to do business,

and is in good standing, in all jurisdictions in which the character of the property owned,

leased or operated by it or the nature of the business transacted by it makes qualification

or licensing necessary, except where the failure to be so qualified or licensed has not had

and could not reasonably be expected to have, individually or in the aggregate, a Material

Adverse Effect. “Material Adverse Effect” means any event, change, fact,

development, occurrence or effect (each, an “Effect”) that, individually

or collectively with one or more other Effects, has had a material adverse effect on the

business of the Company; provided that none of the following matters, either alone

or in combination, will constitute, or be considered in determining whether there has been,

a Material Adverse Effect: (i) any outbreak or escalation of war or major armed hostilities

or any act of terrorism, (ii) changes in applicable laws, rules, regulations or GAAP after

the date of this Agreement, (iii) changes that generally affect the industry in which the

Company operates, (iv) changes in financial markets, general economic conditions or political

conditions, (v) changes in the trading price or trading volume of the Shares, and (vi) failure

by the Company to meet any published or internally prepared projections, budgets, plans or

forecasts of revenues, earnings or other financial performance measures or operating statistics,

except, in the case of clauses (i) through (iv), to the extent those Effects have

a disproportionate effect on the Company as compared to other similarly situated companies

operating in the industry in which the Company operates.

(b) Corporate

Power; Authorization. The Company has all requisite corporate power and authority, and has

taken all requisite corporate action, to execute and deliver this Agreement and the Registration

Rights Agreement, to consummate the transactions contemplated hereby and thereby and to perform

all of its obligations hereunder and thereunder. Each of this Agreement and the Registration

Rights Agreement has been duly and validly executed and delivered by the Company and constitutes

the legal, valid and binding obligation of the Company, enforceable in accordance with its

terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization,

moratorium or similar laws relating to or affecting the enforcement of creditors’ rights

generally, and (ii) as limited by equitable remedies, including any specific performance

(the “Equitable Exceptions”).

Page 3 of 9

and Delivery of the Shares. The Shares have been duly authorized and, when issued as

set forth this Agreement, will be validly issued, fully paid and nonassessable and free and

clear of any and all Liens. The issuance and delivery of the Shares is not subject to preemptive,

co-sale, right of first refusal or any other similar rights of the shareholders of the Company.

4. REPRESENTATIONS

AND WARRANTIES OF THE CLIENT. The Client hereby represents and warrants, as of the date

hereof and as of the Closing Date, to the Company as follows:

(a) Authorization;

Enforceability. The Client has all requisite corporate power and authority, and has taken

all requisite corporate action, to execute and deliver this Agreement, the Registration Rights

Agreement, to consummate the transactions contemplated hereby and thereby and to perform

all of its obligations hereunder and thereunder. Upon the execution and delivery of this

Agreement and the Registration Rights Agreement by the Client, each of this Agreement and

the Registration Rights Agreement shall constitute a valid and binding obligation of the

Client, enforceable in accordance with its terms, except as may be limited by the Equitable

Exceptions.

(b) Investment

Representations.

(i) The

Client has such knowledge and experience in financial and business matters that the Client

is capable of evaluating the merits and risks of the Client’s prospective investment

in the Company and has the ability to bear the economic risks of the investment contemplated

hereby.

(ii) The

Client understands that the Securities are “restricted securities” and have not

been registered under the Securities Act or any applicable state securities law and is acquiring

the Shares as principal for its own account and not with a view to or for distributing or

reselling such Shares or any part thereof in violation of the Securities Act or any applicable

state securities law, has no present intention of distributing any of such Shares in violation

of the Securities Act or any applicable state securities law and has no direct or indirect

arrangement or understandings with any other Persons to distribute or regarding the distribution

of such Shares in violation of the Securities Act or any applicable state securities law

(this representation and warranty not limiting the Client’s right to sell the Shares

pursuant to a registration statement or otherwise in compliance with applicable federal and

state securities laws). The Client further represents that, as of the date of this Agreement,

it has no contract, undertaking, agreement or arrangement with any Person to sell, transfer

or grant participation to any third Person with respect to any of the Shares .

(iii) The

Client is not acquiring the Shares as a result of any advertisement, article, notice or other

communication regarding the Shares published in any newspaper, magazine or similar media

or broadcast over television or radio or presented at any seminar or, to the knowledge of

the Client, any other general solicitation or general advertisement.

(iv) The

Client has received and reviewed information about the Company and has had an opportunity

to discuss the Company’s business, management and financial affairs with its management

and to review the Company’s facilities. The Client has had an opportunity to ask questions

of and receive answers from the Company, or any Person or Persons acting on behalf of the

Company, concerning the terms and conditions of an investment in the Shares.

Page 4 of 9

(v) At

the time the Client was offered the Shares, it was, and as of the date hereof it is, and

on each date on which it receives Shares hereunder, it will be, an “accredited investor”

as defined in Rule 501(a) of Regulation D under the Securities Act.

(vi) The

Client was not induced to participate in the offer and sale of the Shares by the filing of

any registration statement in connection with any public offering of the Company’s

securities (other than pursuant to the Registration Rights Agreement).

There are no brokers, finders or financial advisory fees or commissions that will be payable

by the Client in respect of the transactions contemplated by this Agreement.

(d) Legends.

The Client understands that the book entry notations evidencing the Shares shall bear a restrictive

legend in substantially the following form and substance. Such legend shall be removed and

the Company shall issue or cause to be issued Shares without such legend to the holder thereof

upon which it is stamped or issue to such holder by electronic delivery at the applicable

balance account at DTC, if (i) a registration statement covering the resale of such Shares

is effective under the Securities Act, (ii) following any sale of such Shares pursuant to

Rule 144, (iii) if such Shares are eligible for sale under Rule 144 without volume or manner-of-sale

restrictions, or (iv) if such legend is not required under applicable requirements of the

Securities Act (including judicial interpretations and pronouncements issued by the staff

of the Commission). The Company shall cause its counsel, at the Company’s expense,

to issue a legal opinion to the Transfer Agent promptly after any of the events described

in clauses (i) through (iv) above, as applicable, if required by the Transfer Agent to effect

the removal of the legend hereunder. The legend shall be in substantially the following form

and substance:

“THE

SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER

THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED

OR RESOLD EXCEPT (1) AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM,

(2) UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED

OR (3) UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT OR OTHER EXEMPTION FROM REGISTRATION.”

5. TERM

AND TERMINATION

(a) Term.

This Agreement shall commence on the Effective Date and continue for thirty-six (36) months,

unless earlier terminated as provided herein.

(b) Termination

for Breach. The Company may terminate this Agreement upon written notice to the Client

if the Client materially breaches this Agreement or the MSA and fails to cure such breach

within thirty (30) days of written notice thereof.

Page 5 of 9

of Termination on Unearned Tranches. Upon termination of this Agreement before the Client

has satisfied the applicable conditions for issuance of the Tranche 2 Shares or Tranche 3

Shares, the Company’s obligation to issue the applicable unearned tranche shall terminate.

Termination shall not affect the Client’s right to receive any tranche for which all

applicable conditions were satisfied before the effective date of termination.

6. MISCELLANEOUS.

(a) Equitable

Adjustments. In the event that, prior to the issuance of the Shares, there occurs any

stock split, stock combination, dividend (whether in securities, cash, or other assets),

reorganization, recapitalization, conversion, distribution, exchange, reclassification or

other similar event (i) the amount of Shares to be issued to the Client pursuant to this

Agreement shall be equitably adjusted to put the Client in the same position as it would

have been had the Shares been issued to the Client prior to such event, and (ii) if the Shares

is converted into or exchanged for securities, cash or other assets, all references herein

to the Shares shall be deemed to refer to the securities or other assets (including cash)

into or for which the Shares were converted into or exchanged for. In the event there is

any merger or reorganization involving the Company as a result of which the Company is no

longer the parent entity of the Company and its Subsidiaries, then all references herein

to the Company shall be deemed to refer to the parent entity of the Company.

(b) Governing

Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in

accordance with the Laws of the State of Delaware, without regard to the conflict of Laws

principles thereof that would require the application of the Law of any other jurisdiction.

Any Action brought, arising out of, or relating to this Agreement shall be brought in the

Court of Chancery of the State of Delaware; provided, however, that if such court does not

have jurisdiction over such Action, such Action shall be heard and determined exclusively

in any federal court located in the State of Delaware. Each party hereby irrevocably submits

to the exclusive jurisdiction of said courts in respect of any claim relating to the validity,

interpretation and enforcement of this Agreement, and hereby waives, and agrees not to assert,

as a defense in any Action in which any such claim is made that it is not subject thereto

or that such Action may not be brought or is not maintainable in such courts, or that the

venue thereof may not be appropriate or that this Agreement may not be enforced in or by

such courts. The parties hereby consent to and grant the Court of Chancery of the State of

Delaware and any federal court sitting in the State of Delaware jurisdiction over such parties

and over the subject matter of any such Action and agree that mailing of process or other

papers in connection with any such Action in the manner provided in Section 6(e) or

in such other manner as may be permitted by Law, shall be valid and sufficient thereof.

of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY

WITH RESPECT TO ANY LITIGATION AMONG THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER

OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE

PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY

HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF

LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER

PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED

HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS

SECTION.

Page 6 of 9

(d) No

Waiver, Modifications. It is agreed that no waiver by a party hereto of any breach or

default of any of the covenants or agreements set forth herein shall be deemed a waiver as

to any subsequent or similar breach or default. The failure of either party to insist on

the performance of any obligation hereunder shall not be deemed a waiver of any such obligation.

No amendment, modification, waiver, release or discharge to this Agreement shall be binding

upon the parties unless in writing and duly executed by authorized representatives of both

parties.

(e) Notices.

Any consent, notice, report or other communication required or permitted to be given or made

under this Agreement by one of the parties to the other party will be delivered in writing

by one of the following means and be effective: (a) upon receipt, if delivered personally;

(b) when sent, if sent via e-mail (provided that such sent e-mail is kept on file (whether

electronically or otherwise) by the sending party and the sending party does not immediately

receive an automatically generated message from the recipient’s e-mail server that

such e-mail could not be delivered to such recipient); or (c) when delivered by a reputable,

commercial overnight courier; provided in all cases addressed to such other party at its

address indicated below, or to such other address as the addressee will have last furnished

in writing to the addressor and will be effective upon receipt by the addressee.

(i) If

to the Company:

Fusemachines,

Inc.

251

West 30th Street, 5th Floor

New

York, NY 10001

Attention:

Sameer Maskey

Email:

smaskey@fusemachines.com

(ii) If

to the Client:

Qintess

Holding e Participações Ltda.

___________________

Attention:

Nana Baffour

Email:

nana.baffour@qintess.com

Written

confirmation of receipt (i) given by the recipient of such notice or (ii) provided by an overnight courier service shall be rebuttable

evidence of personal service or receipt from an overnight courier service in accordance with clause (a) or (c) above, respectively. A

copy of the e-mail transmission containing the time, date and recipient e-mail address shall be rebuttable evidence of receipt by e-mail

in accordance with clause (b) above.

Page 7 of 9

(f) Entire

Agreement. This Agreement and the MSA contain the entire agreement between the Parties

with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous

arrangements or understandings, whether written or oral, with respect hereto and thereto.

(g) Interpretation

and Rules of Construction. Headings in this Agreement are for convenience of reference

only and shall not be considered in construing this Agreement. Whenever the context may require,

any pronouns used herein shall include the corresponding masculine, feminine or neuter forms,

and the singular form of names and pronouns shall include the plural and vice-versa. References

in this Agreement to a section or subsection shall be deemed to refer to a section or subsection

of this Agreement unless otherwise expressly stated. Whenever the words “include”,

“includes” or “including” are used in this Agreement, they are deemed

to be followed by the words “without limitation.”

(h) Severability.

If any provision of this Agreement is held to be illegal, invalid or unenforceable under

any present or future law, and if the rights or obligations of a party under this Agreement

will not be materially and adversely affected thereby, (a) such provision shall be fully

severable, (b) this Agreement shall be construed and enforced as if such illegal, invalid

or unenforceable provision had never comprised a part hereof, (c) the remaining provisions

of this Agreement shall remain in full force and effect and shall not be affected by the

illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu

of such illegal, invalid or unenforceable provision, the parties shall negotiate in good

faith a substitute legal, valid and enforceable provision as similar in terms to such illegal,

invalid or unenforceable provision as possible and as reasonably acceptable to the parties.

(i) Assignment.

Except for an assignment by the Client of this Agreement or any rights hereunder to an Affiliate

(which assignment will not relieve the Client of any obligation hereunder), neither this

Agreement nor any of the rights or obligations hereunder may be assigned by either the Client

or the Company without (i) the prior written consent of Company in the case of any assignment

by the Client or (ii) the prior written consent of the Client in the case of an assignment

by the Company.

(j) Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties

hereto and their respective successors and permitted assigns.

(k) Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original

but which together shall constitute one and the same instrument. In the event that any signature

is delivered by facsimile transmission or by an e-mail which contains a portable document

format (.pdf) file of an executed signature page, such executed signature page shall create

a valid and binding obligation of the party executing it (or on whose behalf such signature

page is executed) with the same force and effect as if such executed signature page were

an original thereof.

(l) Third

Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit

of or enforceable by any Third Party, including any creditor of any party hereto. No Third

Party shall obtain any right under any provision of this Agreement or shall by reason of

any such provision make any claim in respect of any debt, liability or obligation (or otherwise)

against any party hereto.

(m) Expenses.

Except as otherwise specified in this Agreement, each party shall pay its own fees and expenses

in connection with the preparation, negotiation, execution, delivery and performance of this

Agreement.

SIGNATURE

PAGE FOLLOWS

Page 8 of 9

WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

FUSEMACHINES,

INC.

By:

Name:

Title:

QINTESS

HOLDING E PARTICIPAÇÕES LTDA.

By:

Name:

Title:

Page 9 of 9

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

MASTER

LICENSE AND SERVICES AGREEMENT

THIS

MASTER LICENSE AND SERVICES AGREEMENT is entered into as of August 10, 2026 (“Effective Date”) by and between

Fusemachines Inc., a Delaware corporation (“Provider”) and Qintess Holding e Participações

Ltda a Brazilian limited liability company and its Affiliates (“Client”). Each of Provider and Client is

sometimes referred to in this Agreement as a “Party” and collectively as the

“Parties.”

WHEREAS,

the parties desire to enter into this Agreement for the purpose of Provider furnishing certain products and/or services to Client from

time to time.

consideration of the mutual agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which

the Parties hereby acknowledge, the Parties agree as follows:

SECTION

1. DEFINITIONS

For

the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Action”

means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,

citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in

equity, or otherwise.

“Affiliate”

of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is

under common control with, such Person. The term “control” (including the terms “controlled by” and “under

common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person,

whether through the ownership of voting securities, by contract, or otherwise.

“Agreement”

means this Master License and Services Agreement together with all exhibits, schedules, Statements of Work, appendices attached hereto,

and as the same may be amended or supplemented from time to time in accordance with the terms hereof.

“Authorized

User” means each of the Client’s employees, consultants or contractors authorized to use the Licensed Software as

identified in the Statement of Work for such Licensed Software.

“Base

Code” means all source code for the Licensed Software.

“Base

Data” has the meaning set forth in the definition of Base Model.

“Base

Model” means the machine learning model developed by Provider using the Base Code, which Base Model was trained by Provider

on a data set (the “Base Data”) to recognize certain types of patterns and/or make certain type of decisions.

“Change”

shall have the meaning set forth in Section 4.2 hereof.

“Change

Order” shall have the meaning set forth in Section 4.2 hereof.

“Client

Data” means data supplied by the Client to train the Base Model or Custom Model, as the case may be.

“Client

Indemnitee” shall have the meaning set forth in Section 10.1 hereof.

“Confidential

Information” shall have the meaning set forth in Section 9.1 hereof.

“Custom

Code” means software code developed by Provider for purposes of designing any additional systems to the Base Code.

“Custom

Model” means any enhancements or modifications made by Provider to the Base Model by incorporation of Custom Code and/or

Client Data.

“Documentation”

means Provider’s user manuals, handbooks, and installation guides relating to the Licensed Software that Provider provides or makes

available to Client which describe the functionality, components, features, or requirements of the Licensed Software, including any aspect

of the installation, configuration, integration, operation, or use of the Licensed Software.

“Disclosing

Party” has the meaning set forth in n 9.1.

“Force

Majeure Event” shall have the meaning set forth in Section 12.6 hereof.

“Indemnitee”

shall have the meaning set forth in Section 10.3 hereof.

“Indemnitor”

shall have the meaning set forth in Section 10.3 hereof.

“Intellectual

Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter

in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property

rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Licensed

Software” means the licensed software identified in the applicable Statement of Work and includes all code, the executable,

object code version of the any modules developed by Provider including, without limitation, all UI/UX modules, all design assets, source

code to operate UI/UX module, frontend code, backend code, all deployment code, Base Code, Base Model, Base Data, Documentation and any

other assets required to run the applicable programs and produce output for the Client, including any Maintenance Releases provided to

Client pursuant to this Agreement and any related Support Services purchased by Client.

“Losses”

shall have the meaning set forth in Section 10.1 hereof.

“Law”

means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement

of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent

jurisdiction.

Maintenance

Release” means any update, upgrade, release, or other adaptation or modification of the Licensed Software, including any

updated Documentation, that Provider may provide to Client from time to time during the Term, which may contain, among other things,

error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance,

efficiency, or quality of the Licensed Software, but does not include any New Version.

“New

Version” means any new version of the Licensed Software that Provider may from time to time introduce and market generally

as a distinct licensed product (as may be indicated by Provider’s designation of a new version number), and which Provider may

make available to Client at an additional cost under a separate written agreement.

“Open

Source Components” means any software component that is subject to an open source license. A list of any Open Source Components

included in the Licensed Software or Work Product and the applicable license terms will be provided in the “readme” or similar

file for the Licensed Software and Work Product and/or accompanying documentation.

“Permitted

Use” means use of the Licensed Software by an Authorized User for the benefit of Client in the ordinary course of its internal

business operations.

“Person”

means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization,

trust, association, or other entity.

“Provider

Indemnitee” shall have the meaning set forth in Section 10.2 hereof.

“Provider

IP” means the Licensed Software, any Custom Code and all Intellectual Property Rights relating thereto.

“Provider

Methodologies” has the meaning set forth in Section 6.1(c).

“Provider

Products” means the Licensed Software and the Services identified on a Statement of Work.

“Provider

Technology” means the all information and materials (including, without limitation, designs, software tools, programs and

associated documentation, methods, processes, algorithms, methodologies, design flows, cell libraries, and Intellectual Property Rights)

that are developed, licensed or acquired by Provider: (a) independent of this Agreement; or (b) before the Effective Date; and, in case

of both (a) and (b), all adaptations, modifications, revisions, derivative works, enhancements, improvements and interface elements thereto.

For the avoidance of doubt “Provider Technology” shall include the Licensed Software.

“Receiving

Party” has the meaning set forth in n 9.1.

“Representatives”

means, with respect to a Party, that Party’s and its Affiliates’ employees, officers, directors, consultants, agents, and

legal advisors.

“Services”

means any services provided by Provider pursuant to a Statement of Work. For the avoidance of doubt Services shall not include the Support

Services.

“Statement

of Work” means a written statement of work and/or Purchase Order for Provider Products in a form acceptable to Provider

signed by the Parties and referencing this Agreement. Each Statement of Work executed by the Parties will reference and be subject to

the terms of this Agreement and may contain additional terms.

“Subscription

Term” means the term for Client’s use of the Licensed Software as set forth in the applicable Statement of Work.

“Support

Policy” has the meaning set forth in n 3.4.

“Support

Services” means the provision of technical support services for the Licensed Software.

“Territory”

shall have the meaning set forth in the Statement of Work for the applicable Licensed Software.

“Third-Party

Materials” means materials and information, in any form or medium, including any Open-Source Components or other software,

documents, data, content, specifications, products, equipment, or components of or relating to the Provider Products that are not proprietary

to Provider.

“Work

Product” means all documents, reports, analyses, operating instructions, working papers, work in progress, video, film,

multimedia, pictures, graphics, audio material, designs, computer programs, computer systems, data compilations and other tangible materials,

that are made or conceived or created wholly or in part by the Provider, in connection with the performance of the Services. Subject

to Section 8.2(c), Work Product does not include any Provider Technology.

SECTION

2. SCOPE AND COOPERATION

2.1

Scope. Subject to the terms and conditions of this Agreement, Client will order and Provider agrees to provide Provider Products

in accordance with the terms and conditions of this Agreement and the applicable Statement of Work. Client will procure Provider Products

using a Statement of Work that references this Agreement and which will be binding upon by Provider and Client upon signature by Provider

and Client. Provider and Client each specifically disclaim terms and conditions contained in any statement of work, purchase order or

similar document issued by Client in connection with the purchase of Provider Products that is not executed by Provider, and any such

other document will have no legal effect. In the event of a conflict between the terms and conditions of this Agreement and those of

a Statement of Work, the applicable Statement of Work shall control solely with respect to the subject matter of such Statement of Work.

2.2

Cooperation. Client acknowledges and agrees that:

(a)

Provider’s obligations under this Agreement are contingent upon Provider receiving (i) the full cooperation of Client and its personnel,

and (ii) timely access to all required Client personnel, systems, and information requested by Provider;

(b)

it is responsible for timely review and responses of all documents and actions requiring Client approval and that Provider and its employees

and agents (i) can rely upon any instruction, document or other information provided by Client or any persons designated in writing by

Client and will incur no liability for such reliance, and (ii) shall not be liable for any default or delay in performance of their obligations

hereunder to the extent the same is caused by (A) Client’s failure to comply with any of its obligations hereunder, or (B) any

unavailability or extended work absence of the appropriate Client personnel; and

(c)

it will comply with the Provider’s acceptable use policy set forth in Appendix I to Exhibit A attached hereto.

either Party reasonably foresees a delay in connection with any Services for any reason, then such Party shall promptly provide notice

to the other Party. The Parties shall thereafter cooperate to reach agreement on any necessary adjustment to the applicable schedule

and any other changes that may be reasonably necessary, provided, however, that, regardless of the cause of delay, each Party shall use

commercially reasonable efforts to mitigate such delay.

SECTION

3. LICENSED SOFTWARE

3.1

License Grant. Each Licensed Software shall be provided by Provider to Client pursuant to the terms of this Agreement and the

applicable Statement of Work which Statement of Work shall describe (a) Licensed Software, (b) Subscription Term, (c) usage parameters,

(d) any customizations, (e) pricing and fees, and (f) other relevant details. The initial form of Statement of Work for Licensed Software

is attached hereto as Exhibit A. Subject to and conditioned on Client’s payment of fees and compliance with all other terms

and conditions of this Agreement, Provider hereby grants to Client a non-exclusive, non-sublicensable, and non-transferable (except in

compliance with Section 12.10) license to internally install and use the Licensed Software and Documentation solely for the Permitted

Use in the Territory during the Subscription Term. Notwithstanding the foregoing, to the extent applicable Statement of Work expressly

so provides, Client may sublicense, resell, distribute, embed and host the Licensed Software and Documentation for the benefit of its

customers and its Affiliates’ customers. Client may make one copy of the Licensed Software solely for testing, disaster

recovery, or archival purposes. Any copy of the Licensed Software made by Client: (a) will remain the exclusive property of Provider;

(b) be subject to the terms and conditions of this Agreement; and (c) must include all copyright or other Intellectual Property Rights

notices contained in the original.

3.2

Customization. Any request for a Custom Model must be set forth in a SOW describing, among other things, the technical and other

specifications of the Custom Model(if any), and the estimated time for the delivery of the Custom Model. To the extent any Client Data

is used in the creation of a Custom Model, Client hereby grants Provider a nonexclusive, non-transferable, and royalty-free license during

the Term to use, reproduce, modify and create derivative works from the Client Data in accordance with this Agreement and the relevant

SOW for the sole purpose of enabling Provider to fulfill its obligations under this Agreement. Client will own and retain all right,

title and interest in and to the Client Data and Custom Model, subject only to the underlying and continuing rights of Provider, in and

to the Provider IP and Provider Methodologies. Except for the limited license rights therein granted to Provider under this Agreement,

Provider shall not obtain any right, title or interest in or to the Client Data or Custom Models.

3.3

Maintenance Releases. During the Term, Provider will provide Client with all Maintenance Releases (including updated Documentation)

that Provider may, in its sole discretion, make generally available to its Clients at no additional charge. Client will install all Maintenance

Releases as soon as practicable after receipt. Client does not have any right hereunder to receive any New Versions of the Licensed Software

that Provider may, in its sole discretion, release from time to time.

3.4.

Support Services. If Client purchases a subscription for Support Services, Provider will provide Client the support services for

the Licensed Software in accordance with the Support Policy attached hereto as Appendix II to Exhibit A (“Support

Policy”). If no Support Policy is purchased, Provider will provide support for the Licensed Software consistent with industry-standards

and its general business practices.

3.5.

[Reserved].

3.6

Security Measures. The Licensed Software may contain technological measures designed to prevent unauthorized or illegal

use of the Licensed Software. Client acknowledges and agrees that: (a) Provider may use these and other lawful measures to verify Client’s

compliance with the terms of this Agreement and enforce Provider’s rights, including all Intellectual Property Rights, in and to

the Licensed Software; (b) Provider may deny any individual access to and/or use of the Licensed Software if Provider, in its reasonable

discretion, believes that person’s use of the Licensed Software would violate any provision of this Agreement, regardless of whether

Client designated that person as an Authorized User; and (c) Provider and its Representatives may collect, maintain, process and use

diagnostic, technical, usage and related information, including information about Client’s computers, systems and software, that

Provider may gather periodically to improve the performance of the Licensed Software or develop Maintenance Releases. Client is responsible

and liable for all access to and use of the Products occurring under Client’s accounts or logins. Client must notify Provider immediately

of any unauthorized use of the Products or any other actual or suspected breach of security regarding the Products of which Client becomes

aware.

3.8

Audits

(a)

Provider or its nominee (including its accountants and auditors) may, on ten (10) days’ notice, inspect and audit Client’s

use of the Licensed Software under this Agreement at any time during the term of this Agreement and for five (5) years following the

termination or earlier expiration of this Agreement. All audits will be conducted during regular business hours, and no more frequently

than once in any twelve (12) month period. Client shall make available all such books, records, equipment, information, and personnel,

and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of Provider with respect to such audit.

(b)

If the audit determines that Client’s use of the Licensed Software exceeded the usage permitted by this Agreement, Client shall

pay to Provider all amounts due for such excess use of the Licensed Software, plus interest on such amounts, as calculated pursuant to

Section 7.4(a). If the audit determines that such excess use equals or exceeds five percent (5%) of Client’s permitted level of

use, Client shall also pay to Provider all [reasonable] costs incurred by Provider in conducting the audit. Client shall make all payments

required under this Section 3.8 within ten (10) days of the date of written notification of the audit results.

SECTION

4. SERVICES

4.1

Services and Work Product. Service Provider shall provide the Services and deliver any applicable Work Product pursuant to the

terms of the applicable Statement of Work which Statement of Work shall describe (i) scope of the services to be provided, (ii) Client’s

related obligations, (iii) delivery location, (iv) corresponding fees, and (v) other relevant details. The initial form of Statement

of Work for the delivery of Services is attached hereto as Exhibit B.

4.2

Change Orders. Any change to the Services that are being performed pursuant to a Statement of Work or performance of new services

that are not within the scope of a Statement of Work (each a “Change”) may be initiated by either Party by

sending a request to the other Party specifying the proposed Change in reasonably sufficient detail to enable the other Party to evaluate

it. All Changes and terms thereof that are agreed to by the Parties shall be set forth in a change order (a “Change Order”).

A Change Order shall not be effective with respect to any Statement of Work unless and until it is executed by the authorized representatives

of Client and Provider. Each Change Order, once executed by the Parties, shall be governed by the terms and conditions of this Agreement

and the applicable Statement of Work.

SECTION

5. INVOICING AND PAYMENT

5.1

Invoicing. Unless as expressly provided in a Statement of Work, Client shall pay all fees and expenses for the Provider Products

in US Dollars within thirty (30) days of the date of an itemized invoice therefor via by ACH or wire transfer to an account designated

by the Provider.

5.2

Late Payment. Any amount not paid by the Client when due and payable shall bear interest from the date such amount is due and

payable at the rate of one and half percent (1.5%) per month or the maximum percentage permitted under applicable Law plus all reasonable

expenses of collection. If such failure continues for thirty (30) days following written notice thereof, then, unless the applicable

Statement of Work provides otherwise, Provider may: (i) disable Client’s use of the Licensed Software (including by means of a

disabling code, technology or device); (ii) withhold, suspend or revoke its grant of a license or provision of Services, as applicable,

hereunder; and/or (iii) terminate this Agreement, as applicable.

5.3

Taxes. All fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Without

limiting the foregoing, Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges

of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder,

other than any taxes imposed on Provider’s income.

5.4

No Deductions or Setoffs. All amounts payable to Provider under this Agreement shall be paid by Client to Provider in full without

any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax

as may be required by applicable Law).

SECTION

6. PROPRIETARY RIGHTS

6.1

Provider’s Rights. Client acknowledges and agrees that:

(a)

the Licensed Software and Documentation are licensed, not sold, to Client by Provider and Client does not have under or in connection

with this Agreement or any Statement of Work any ownership interest in the Licensed Software or Documentation, or in any related Intellectual

Property Rights;

(b)

Provider is the sole and exclusive owner of all rights (including, Intellectual Property Rights), title, and interest in and to the Provider

Technology, subject only to the rights of third parties in Third-Party Materials and the limited license granted to Client under this

Agreement;

(c)

Provider, prior to or during the course of this Agreement, has or may develop tools, concepts, processes, methodologies, and know-how

(“Provider Methodologies”), some of which Provider may use in its performance of its obligations to Client.

Provider will retain exclusive ownership of all such Provider Methodologies and will be entitled to use any and all Provider Methodologies

in connection with the performance of services for other parties. Notwithstanding the foregoing “Provider Methodologies”

shall not include any Client Data or any Custom Model, both of which shall be exclusively owned by Client; and

(d)

Client hereby unconditionally and irrevocably assigns to Provider’, its entire right, title, and interest in and to any Intellectual

Property Rights that Client may now or hereafter have in or relating to the Provider Technology (including any rights in derivative works

or patent improvements relating to either of them), whether held or acquired by operation of Law, contract, assignment or otherwise.

Other

than the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver,

estoppel or otherwise, to Client or any third party any Intellectual Property Rights or other right, title, or interest in or to any

Provider IP

6.2

Client’s Rights. Other than with respect to Third -Party Materials:

(a)

Client shall be the sole and exclusive owner of all Work Product produced by the Provider pursuant to a Statement of Work for Services

(and not for Licensed Software) and shall have the sole and exclusive rights (including, Intellectual Property Rights), title and interest

in and to the Work Product; and

(b)

as between the Parties, Client shall be the sole and exclusive owner of (i) any Custom Model and any Client Data provided by Client for

use by the Licensed Software, and (ii) any data or content provided by Client to Provider in connection with the Services.

the extent that any Provider Technology is delivered in connection with, or incorporated or included in, any Work Product, or Client

is required to use or access Provider Technology to use or access (or exercise its rights with respect to) the Work Product, Provider

hereby grants to Client a perpetual, non-exclusive, royalty-free, worldwide, transferrable and sublicensable license solely in connection

with its use or access to the Work Product delivered hereunder (i) to use and access the Provider Technology, (ii) to use, access and

exercise its rights with respect to, the Provider Technology and the Work Product, as well as (iii) to reuse, modify, enhance, or make

improvements or enhancements to, the Work Product and any Provider Technology incorporated therein or used in conjunction therewith.

Client

grants to Provider, during the term of this Agreement, a non-exclusive right and license to use the Client Data and any other data or

content provided by Client in connection with the Services solely to enable Provider to fulfill its obligations under this Agreement

and in accordance with applicable data privacy Laws.

6.3

[Reserved].

6.4

Aggregated Data. Subject to applicable data privacy Laws and the confidentiality provisions in this Agreement, Client agrees that

Provider may (i) collect and use data and information related to Client’s use of the Provider Products in an aggregate and anonymized

manner, and (ii) disclose such aggregated and anonymized data to its customers, in order to provide and improve the Provider Products

for all customers.

6.5.

Third-Party Materials. Notwithstanding anything to the contrary herein, with respect to any Third-Party Materials, the applicable

third-party providers own all right, title, and interest, including all Intellectual Property rights, in and to the Third-Party Materials.

SECTION

7. TERM AND TERMINATION

7.1

Term. The term of this Agreement shall commence on the Effective Date and continue for a period of three (3) years unless terminated

earlier in accordance with the terms hereof. Subject to earlier termination as set forth in Section 7.2 and 7.3 herein, this Agreement

shall automatically renew for successive two (2) year terms, unless either Party shall give notice of non-renewal at least ninety (90)

days prior to the end of the then current term. Termination of this Agreement shall automatically terminate any Statement of Work or

other agreements or documents entered into in connection with this Agreement unless the Parties agree to otherwise in writing, provided

that the termination or expiration of any Statement of Work or the expiration or termination of the term of the licenses of any Licensed

Software shall not automatically terminate this Agreement.

7.2

Termination for Cause. Either Party may terminate this Agreement and/or any Statement of Work prior to its expiration by written

notice to the other Party upon the occurrence of any of the following events (a) if the other Party fails to cure a material breach of

this Agreement within thirty (30) days of receiving written notice to do so or, if such breach is not reasonably curable, if the breaching

Party fails to implement a mitigation plan reasonably acceptable to the non-breaching Party within thirty (30) days of its receipt of

notice of such breach, (b) in the event of breach by the other Party of Section 7 hereof, effective immediately from the date of termination

set forth in the written notice, (c) if the other Party discontinues performance under this Agreement because of a binding order of a

court or regulatory body, or (d) if the other Party becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating

to its liquidation, insolvency, or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of

all of substantially all of its creditors, or enters into any agreement relating to the composition, extension or readjustment of all

or substantially all of its obligations.

7.3

Termination for Non-Payment. Provider shall have the right to terminate this Agreement and/or any Statement of Work in accordance

with Section 5.2.

7.4

Effect of Termination; Survival. Upon the termination of this Agreement, Provider shall be entitled to receive all fees and expenses

for the Provider Products delivered or performed prior to the effective date of termination. The provisions of Sections 1, 2.2(c), 5,

6, 7.4, 7.5, 8.4, 9, 10, 11 and 12 hereof shall survive any expiration or termination of this Agreement. Termination of this Agreement

for any reason will not affect any damages or other remedies to which a Party may be entitled under this Agreement, at law or in equity

arising from any breaches of such liabilities or obligations.

7.5

Return of Materials; Deletion of Licensed Software.

(a)

Upon the expiration or termination of this Agreement, each Party shall promptly, and in all events, within thirty (30) days of such termination

or expiration, (i) return to the other Party all Confidential Information (including copies thereof) of the other Party in its possession,

or (ii) destroy such Confidential Information and certify as to its destruction.

(b)

Upon the expiration or termination of the Subscription Term for any Licensed Software, Client shall (i) immediately cease using such

Licensed Software, (ii) within forty eight (48) hours of such termination or expiration, (A) delete (from any devices on which such Licensed

Software is installed) or destroy all copies of such Licensed Software in its possession, and (B) turn off all servers where it has hosted

such Licensed Software, and (c) certify in writing to Provider that is has complied with the provisions of this Section 7.5(b).

SECTION

8. REPRESENTATIONS AND WARRANTIES

8.1

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly

existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;

(b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, and authorizations

it grants and is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is

set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and

(d) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party,

enforceable against such Party in accordance with its terms.

8.2

Licensed Software Warranty.

(a)

Subject to the limitations and conditions set forth in this Section 8, Provider warrants that (i) the Licensed Software will perform

in all material respects as described in the applicable Documentation for the Subscription Term when installed and operated as recommended

in the Documentation and in accordance with this Agreement, and (ii) solely with respect to any Custom Model provided to Client hereunder,

each such Custom Model will function in all material respects in accordance with the technical specifications therefor in the applicable

Statement of Work for a period of the Subscription Term when installed and operated as recommended in the Documentation and in accordance

with this Agreement.

(b)

The limited warranties set forth in Section 8.2(a) apply only if Client: (i) notifies Provider in writing of the warranty breach before

the expiration of the Subscription Term; (ii) has promptly installed all Maintenance Releases to the Licensed Software that Provider

previously made available to Client; and (iii) as of the date of notification, is in compliance with all terms and conditions of this

Agreement (including the payment of all license fees then due and owing).

(c)

Notwithstanding any provisions to the contrary in this Agreement, the limited warranty set forth in Section 8.2(a) does not apply to

problems arising out of or relating to: (i) the Licensed Software, Custom Model or the media on which it is provided, that is modified

or damaged by Client or its Representatives; (ii) any operation or use of, or other activity relating to, the Licensed Software or Custom

Model other than as specified in the Documentation, including any incorporation in the Licensed Software or Custom Model of, or combination,

operation or use of the Licensed Software or Custom Model in or with, any technology (including any software, hardware, firmware, system,

or network) or service not specified for Client’s use in the Documentation; (iii) as a result of model drift or data drift; (iv)

Client’s or any third party’s negligence, abuse, misapplication, or misuse of the Licensed Software or Custom Model, including

any use of the Licensed Software or Custom Model other than as specified in the Documentation; or (v) the operation of, or access to,

Client’s or a third party’s system or network.

(d)

If Provider breaches, or is alleged to have breached, any of the warranties set forth in Section 8.2(a), Provider may, at its sole option

and expense, take any of the following steps to remedy such breach: (i) replace any damaged or defective media on which Provider supplied

the Licensed Software or Custom Model; (ii) amend, supplement, or replace any incomplete or inaccurate Documentation; (iii) repair the

Licensed Software or Custom Model; or (iv) replace the Licensed Software or Custom Model with functionally equivalent software (which

software will, on its replacement of the Licensed Software or Custom Model, constitute Licensed Software or Custom Model hereunder).

The remedies set forth in this Section 8.2(d) are Client’s sole remedies and Provider’s sole liability under the limited

warranty set forth in Section 8.2(d).

8.3

Service Warranty. Provider warrants that all Services performed by it hereunder will be performed in (a) accordance with the terms

and subject to the conditions set out in the applicable Statement of Work and this Agreement, and (b) a professional manner in accordance

with industry standards, using personnel with a level of skill commensurate with the Services to be performed. Client must notify Provider

of any breach of the warrant in this Section 8.3 within thirty (30) days of the performance of the relevant Services. Provider’s

entire liability and Client’s exclusive remedy shall be for Provider to, at its option, reperform the services so that the breach

is remedied or refund to Client all fees paid for the nonconforming services.

8.4

DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL LICENSED SOFTWARE, CUSTOM

MODEL, DOCUMENTATION, SERVICES, WORK PRODUCT ARE PROVIDED “AS IS.” PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES

OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING,

USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED SOFTWARE, CUSTOM MODEL,

DOCUMENTATION, SERVICES, WORK PRODUCT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR OTHER PERSONS’

REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ARE FREE OF BIAS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS,

OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. FURTHER, ALL OPEN SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS

ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY

OWNER OR DISTRIBUTOR OF SUCH OPEN SOURCE COMPONENTS AND THIRD-PARTY MATERIALS.

SECTION

9. CONFIDENTIALITY AND NON-DISCLOSURE

9.1

Confidential Information. In connection with this Agreement, each Party (as the “Disclosing Party”)

may disclose or make available Confidential Information to the other Party (as the “Receiving Party”). Subject

to Section 9.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic or

other) that: (a) if disclosed in writing or other tangible form or medium, is marked “confidential” or “proprietary”;

or (b) if disclosed orally or in other intangible form or medium, is identified by the Disclosing Party or its Representative as confidential

or proprietary when disclosed and summarized and marked “confidential” or “proprietary” in writing by the Disclosing

Party or its Representative within ten (10) days after disclosure; or (c) due to the nature of its subject matter or the circumstances

surrounding its disclosure, would reasonably be understood to be confidential or proprietary. As between the Parties, all Confidential

Information shall be and remains the property of the Disclosing Party.

9.2

Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other

documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information

being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the

public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is

received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not

or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate

by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential

Information.

9.3

Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information,

the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its

obligations under and in accordance with this Agreement; (b) except as may be permitted under the terms and conditions of 9.4, not disclose

or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for

purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement;

(ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under

this Section 9; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential

Information as the terms set forth in this Section 9; (c) safeguard the Confidential Information from unauthorized use, access or disclosure

using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree

of care; (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and use its best

efforts to prevent further unauthorized use or disclosure; and (e) ensure its Representatives’ compliance with, and be responsible

and liable for any of its Representatives’ non-compliance with, the terms of this Section 9.

Notwithstanding

any other provisions of this Agreement, the Receiving Party’s obligations under this Section 9 with respect to any Confidential

Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information

ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of

the Receiving Party or any of its Representatives.

Section

9.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any

Confidential Information then, to the extent permitted by applicable Law, the Receiving Party will: (a) promptly, and prior to such disclosure,

notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or

waive its rights under Section 9.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole

cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party

waives compliance or, after providing the notice and assistance required under this Section 9.4, the Receiving Party remains required

by Law to disclose any Confidential Information, the Receiving Party will disclose only that portion of the Confidential Information

that the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, will use commercially reasonable

efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded

confidential treatment.

SECTION

10. INDEMNITY

10.1

Provider Indemnity. Provider shall indemnify, defend, and hold harmless Client and Client’s officers, directors, employees,

agents, permitted successors and permitted assigns (each, a “Client Indemnitee”) from and against any and all

losses, expenses, claims, actions, costs, liabilities or damages (collectively, “Losses”) incurred by the Client

Indemnitee resulting from any Action by a third party that the Licensed Software, Custom Model, Documentation, Services or Work Product

or any use of the Licensed Software, Custom Model, Documentation, Services or Work Product in accordance with this Agreement, infringes

or misappropriates such third party’s US Intellectual Property Rights. This Section 10.1 does not apply to the extent that the

alleged infringement arises from:

(a)

Third-Party Materials;

(b)

combination, operation, or use of the Licensed Software or Custom Model or Work Product in or with, any technology (including any software,

hardware, firmware, system, or network) or service not provided by Provider or specified for Client’s use in the Documentation

or other written instruction from Provider;

(c)

modification of the Licensed Software, Custom Model or Work Product other than: (i) by Provider or its contractor in connection with

this Agreement; or (ii) with Provider’s express written authorization and in strict accordance with Provider’s written directions

and specifications;

(d)

use of any version of the Licensed Software, Custom Model or Work Product other than the most current version or failure to timely implement

any Maintenance Release, modification, update, or replacement of the Licensed Software, Custom Model or Work Product made available to

Client by Provider;

(e)

use of the Licensed Software, Work Product or Custom Model after Provider’s notice to Client of such activity’s alleged or

actual infringement, misappropriation, or other violation of a third party’s rights;

(f)

negligence, abuse, misapplication, or misuse of the Licensed Software, Custom Model or Documentation by or on behalf of Client, Client’s

Representatives, or a third party;

(g)

use of the Licensed Software, Custom Model or Documentation by or on behalf of Client that is outside the purpose, scope, or manner of

use authorized by this Agreement or in any manner contrary to Provider’s instructions;

(h)

third-party Losses for which Client is obligated to indemnify Provider pursuant to Section 10.2

Section

10.2 Client Indemnification. Client shall indemnify, defend, and hold harmless Provider and its Affiliates, and each of its and

their respective officers, directors, employees, agents, subcontractors, successors and permitted assigns (each, a “Provider

Indemnitee”) from and against any and all Losses incurred by the Provider Indemnitee resulting from any Action by a third

party:

(a)

that any Intellectual Property Rights or other right of any Person, or any Law, is or will be infringed, misappropriated, or otherwise

violated by any (i) use or combination of the Licensed Software, Work Product, or Custom Model by or on behalf of Client or any of its

Representatives with any hardware, software, system, network, service, or other matter whatsoever that is neither provided by Provider

nor authorized by Provider in this Agreement and the Documentation, or (ii) information, materials, or technology directly or indirectly

provided by Client or directed by Client to be installed, combined, integrated, or used with, as part of, or in connection with the Licensed

Software, Work Product Custom Model or Documentation;

(b)

relating to gross negligence or willful misconduct by or on behalf of Client or any of its Representatives with respect to the Licensed

Software, Work Product, Custom Model or Documentation or otherwise in connection with this Agreement;

(c)

relating to use of the Licensed Software, Work Product, Custom Model or Documentation by or on behalf of Client or any of its Representatives

that is outside the purpose, scope or manner of use authorized by this Agreement or the Documentation, or in any manner contrary to Provider’s

instructions.

Section

10.3 Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Action for which such Party

believes it is entitled to be indemnified pursuant to Section 10.1 or Section 10.2. The Party seeking indemnification (the “Indemnitee”)

shall cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The

Indemnitor shall promptly assume control of the defense and investigation of such Action and shall employ counsel reasonably acceptable

to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and

observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any

terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which

shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the

Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice

to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure

to perform any obligations under this Section 10.3 will not relieve the Indemnitor of its obligations under this Section 10, except to

the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of such failure

Section

10.4 Mitigation. If the Licensed Software, Custom Model, Work Product or any part of the Licensed Software, Custom Model or Work

Product, is, or in Provider’s opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party

Intellectual Property Right, or if Client’s use of the Licensed Software, Custom Model or Work Product is enjoined or threatened

to be enjoined, Provider may, at its option and sole cost and expense: (a) obtain the right for Client to continue to use the Licensed

Software, Work Product or Custom Model, as applicable, materially as contemplated by this Agreement; (b) modify or replace the Licensed

Software, Work Product or Custom Model, as applicable, in whole or in part, to seek to make the Licensed Software, Work Product or Custom

Model non-infringing, while providing materially equivalent features and functionality, and such modified or replacement software or

model will constitute Licensed Software, Work Product or Custom Model, as applicable, under this Agreement; or (c) if none of the remedies

set forth in the above Section 10.4(a) or Section 10.4(b) is reasonably available to Provider, terminate this Agreement, in its entirety

or with respect to the affected part or feature of the Licensed Software, Work Product or Custom Model, effective immediately on written

notice to Client, in which event, (i) Client shall cease all use of the Licensed Software, Work Product or Custom Model and Documentation

immediately on receipt of Client’s notice, and (ii) provided that Client fully complies with its post-termination obligations set

forth in Section 7.4 and Section 7.5, Provider shall promptly refund to Client, on a pro rata basis, the share of any license fees prepaid

by Client for the future portion of the Term that would have remained but for such termination.

Section

10.5 Sole Remedy. SECTION 10.4 SETS FORTH CLIENT’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR

ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE, WORK PRODUCT OR DOCUMENTATION OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES,

MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

SECTION

11. LIMITATION OF LIABILITY

THE EXTENT PERMITTED BY APPLICABLE LAW, IT IS EXPRESSLY AGREED THAT EXCEPT FOR PAYMENTS DUE TO PROVIDER UNDER THIS AGREEMENT OR A BREACH

OF SECTION 9 (CONFIDENTIALITY AND NON-DISCLOSURE) BY A PARTY, OR A PARTY’S OBLIGATIONS UNDER SECTION 10 (INDEMNITY), OR A PARTY’S

INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS (A) EACH PARTY’S MAXIMUM LIABILITY FOR

ANY DAMAGES OR ANY BREACH OF THIS AGREEMENT OR IN CONNECTION WITH ITS PERFORMANCE HEREUNDER SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL

TO THE AGGREGATE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY

PRECEDING THE DATE OF THE CLAIM, AND (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL,

PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL, REVENUE, DATA OR USE OR INTERRUPTION OF BUSINESS.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF LEGAL ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING

NEGLIGENCE OR RELIANCE, UNDER WHICH SUCH DAMAGES ARE SOUGHT, EVEN IF SUCH PARTY KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED FOR HEREIN. THE FOREGOING LIMITATIONS OF

LIABILITY ARE CUMULATIVE, WITH ALL EXPENDITURES OF A PARTY BEING AGGREGATED TO DETERMINE SATISFACTION OF SUCH PARTY’S LIMITATION

OF LIABILITY.

SECTION

12. MISCELLANEOUS

12.1

Waivers; Amendments. Any waiver of any term or condition of this Agreement shall only be deemed to have been made if expressed

in writing by the Party granting such waiver. The failure or neglect by either Party to enforce, in any one or more instances, any of

the terms and conditions of this Agreement shall not be construed as a waiver of the future performance of any such term or condition,

or any other terms or conditions of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly

authorized representative of each Party.

12.2

Governing Law; WAIVER OF JURY TRIAL.

(a)

This Agreement shall be construed in accordance with and governed by the Laws of the State of New York, without giving effect to any

choice-of-law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the

laws of any other jurisdiction other than the Laws of the State of New York. The Parties hereto expressly submit themselves to the exclusive

and personal jurisdiction of the state and federal courts of New York County on any such dispute or controversy relating to this Agreement

and each Party waives any objection which it may have based on improper venue or forum non conveniens to the conduct of any such action

or proceeding in such court. The Parties expressly exclude the application of the United Nations Convention on Contracts for the International

Sale of Goods from this Agreement and any transaction that may be entered into between the Parties in connection with this Agreement.

All rights and remedies, whether evidenced hereby, by Law or in equity shall be cumulative and may be exercised singularly or concurrently.

(b)

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING

TO THIS AGREEMENT. EACH PARTY AGREES THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

12.3

Equitable Relief. It is understood and agreed that, notwithstanding any other provision of this Agreement, a breach relating to

a Party’s Intellectual Property rights or Confidential Information may cause irreparable damage for which recovery of money damages

would be inadequate, and that either Party shall therefore be entitled, in addition to any other remedies available to it at Law or in

equity, to seek injunctive relief to protect such Party’s rights under this Agreement without posting any bond.

12.4

Severability. In the event a particular provision of this Agreement is held by a court of competent jurisdiction to be invalid,

such provision shall be severed from this Agreement and shall not affect the validity of this Agreement as a whole or any of its other

provisions (other than payment or license restrictions). The Parties hereto agree to negotiate in good faith to promptly replace such

invalid provision with a new provision that has the most nearly similar permissible, economic, or other effect.

12.5

Affiliates. Provider may fulfill its obligations under this Agreement itself, through its personnel or through any of its Affiliates

or the personnel of such Affiliate, provided that Provider remains responsible for compliance of such Affiliates and their personnel

with the terms of this Agreement.

12.6

Force Majeure. Provider shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement

or interruption of services resulting directly or indirectly from acts of God, civil or military authority, war, riots, civil disturbances,

accidents, fire, earthquakes, flood, strikes, lockouts, labor disturbances, court or governmental order, pandemic, epidemic, or any other

cause beyond the reasonable control of Provider (each a “Force Majeure Event”). Provider agrees to provide Client

with notice upon becoming aware of a Force Majeure Event. Each Party further agrees to use commercially reasonable efforts to mitigate

any delay, damage or other consequence to the transactions contemplated by this Agreement as a result of a Force Majeure Event.

12.7

Entire Agreement. This Agreement, any Statements of Work, exhibits or appendices (all of which are incorporated by this reference),

together with any amendments and Change Orders thereto constitute the complete agreement between the Parties and supersedes all prior

or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. In the event of a

conflict between the terms of this Agreement and the terms of any Statement of Work, exhibit or appendix, the applicable Statement of

Work shall control solely with respect to its subject matter, and in all other respects the terms of this Agreement shall control.

12.8

Compliance With Law. Each Party agrees that all of its obligations contained in this Agreement and any action taken by it pursuant

to this Agreement shall be performed in accordance with all applicable Law, including export control Laws.

12.9

Further Assurances. Each Party hereto shall execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered,

such instruments and take such other action as may be necessary or advisable to carry out its obligations hereunder and to implement

the terms and conditions of this Agreement.

12.10

Assignment. Neither this Agreement nor any rights granted hereunder may be assigned or otherwise transferred, in whole or in part,

by Client without the prior written consent of Provider except for an assignment in connection with the merger, acquisition or sale of

substantially all of the assets or business of Client (or any substantially similar transaction), provided that (a) in no event shall

any such assignee be a direct competitor of Provider, (b) such assignee agrees pursuant to a written instrument to be bound by the terms

and conditions of this Agreement, and (d) Provider shall be satisfied, in its reasonable judgment, that such assignee possesses the requisite

resources (financial and otherwise) to fulfill its obligations under this Agreement. Any attempted assignment or transfer in violation

of this Section 12.9 shall be null and void ab initio and of no effect. Subject to the foregoing, this Agreement shall be binding upon

the permitted successors-in-interest and permitted assigns of the Parties.

12.10

Relationship Between the Parties. The relationship of Provider and Client is that of independent contractors, and it is expressly

agreed that nothing contained herein shall be construed to constitute the Parties as partners, joint venturers, co-owners, or participants

in a joint or common undertaking, or otherwise to create a relationship of principal and agent, it being intended that each shall remain

an independent contractor responsible for its own actions.

12.11

Non-Solicitation. Client shall not, during the term of this Agreement and for a period of two (2) years after the termination

or expiration of this Agreement, solicit for hire or hire as an employee or independent contractor any of Provider’s or its Affilaite’s

employees or independent contractors. This restriction shall not apply to any employee or independent contractor of Provider or any Affiliate

who independently solicits employment with the Client or who responds to Client’s general solicitations (such as newspaper advertisements,

employment agency referrals and internet postings) not specifically targeting such person.

12.12

Notices and Contacts. All notices required to be sent hereunder shall be in writing and shall be deemed to have been given upon

(i) the date sent by confirmed email, or (ii) on the date it was delivered by reputable courier, to the addresses set forth below or

to such other address as either Party may specify from time to time by written notice to the other Party. The Parties agree that any

notice which is required to be given hereunder shall be in writing. Each Party by notice to the others may designate additional or different

addresses for subsequent notices or communications.

to Provider:

Fusemachines

Inc, 229 W. 36th St., Floor 4, New York, NY 10018

Attention:

______________

Email:

_______________; Phone: _______________

to Client:

______________

Attention:

______________

Email:

_______________; Phone: _______________

12.13

Counterparts. This Agreement may be executed in one or more counterparts, each of which will be considered an original, but all

of which together will constitute one and the same instrument. An executed copy of this Agreement or any appendix, schedule or other

related document transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect

as delivery of an original executed copy for all purposes.

12.14

Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any

way the meaning or interpretation of this Agreement. The English language shall govern the meaning and interpretation of this Agreement.

12.15

Publicity. Except as required by applicable Law and except for materials already made public, neither Party will distribute any

news releases, articles, brochures, speeches, or advertisements concerning this Agreement, nor use the other party’s name or trademarks

(or any variation thereof), without the other party’s prior written consent. Notwithstanding the foregoing, Client hereby grants

Provider the right to identify Client as a client and display Client’s name and logo (a) on the Provider’s website, marketing

and sales materials, (b) for internal purposes such as fundraising and investor presentations, and (c) reference calls with other customers,

and (d) participation in conferences and webinars.

(Signature

Page Follows)

WITNESS WHEREOF, the Parties hereto have executed this Agreement through their representatives duly authorized as of the date first written

above.

QINTESS

HOLDING E PARTICIPAÇÕES LTDA.

By:

Name:

Title:

FUSEMACHINES

INC.

By:

Name:

Title:

Exhibit

Statement

of Work (Licensed Software)

This

Statement of Work (this “SOW”) is made as of ________ (“SOW Effective Date”) and is incorporated into and subject

in all respects to the terms and conditions of that certain Master License and Service Agreement, dated as of ___________ (the “MSA”),

between Fusemachines Inc. (“Provider”) and ____________________ (“Client”). Capitalized terms not

otherwise defined in this SOW shall have the meaning given to such terms in the MSA.

DESCRIPTION OF LICENSED SOFTWARE

[Insert

description of software to be licensed]

USAGE PARAMETERS

Client

may install, use, and run one copy of the Licensed Software on [up to [NUMBER] computer(s) at a time/on Client’s network for use

by up to [NUMBER] Authorized User(s) at a time]. Up to [NUMBER] Authorized User(s) at a time may remotely access and use the Licensed

Software from any other device. The total number of Authorized Users shall not exceed the number set forth under this SOW, except as

expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the license fees payable hereunder.

[Add

any other applicable usage parameters]

FEES

License

Fees for the Licensed Software specified above shall be $________ per month plus applicable sales tax.

Early

Termination Fee: Client acknowledges and agrees that it is purchasing a license for the Licensed Software for the full length of the

applicable Subscription Term. In the event Client terminates this SOW and/or the MSA prior to the end of the then existing Subscription

Term for any reason other than pursuant to Section 7.2 of the MSA, Client shall be responsible for all charges for any remaining time

left on the Subscription Term as if Client remained a licensee through the end of the then-current Subscription Term, including, without

limitation, outstanding charges, unbilled charges, taxes, and fees. In addition, Client will not be entitled to any refund for any unused

portion of prepaid Subscription Term charges.

[Insert

any other fees]

PAYMENT TERMS

[As

provided in the MSA.]

SUBSCRIPTION TERM

The

Subscription Term for the Licensed Software will commence on the Effective Date and will last for an initial [thirty-six (36)] month

period unless terminated pursuant to the terms of the Agreement. Each Subscription Term will renew automatically for successive [thirty-six

(36)] month terms (each, an “Automatic Renewal Term”) unless (a) the Parties agree to a different term pursuant

to a separate Statement of Work or (b) either Party notifies the other of non-renewal at least thirty (30) days prior to the end of the

then current Subscription Term. The fees for an Automatic Renewal Term shall be Provider’s then current fees. [MAKE WHOLE FOR THREE

YEARS]

TERRITORY

South

America principally, as well as other international markets as set out in, or approved in accordance with, the SOW.

DELIVERY & HOSTING

Provider

shall deliver one copy of the Licensed Software electronically on the Effective Date. The Licensed Software will be hosted by Client.

SUPPORT SERVICES

Client

elects to purchase a subscription to the Support Services with Priority Level [___].

The

term of Support Services (the “Support Term”) shall commence as of Effective Date and shall continue through

the earlier of the end of the Subscription Term. Thereafter the Support Term will renew automatically for successive [twelve (12)] month

terms (each, an “Automatic Service Renewal Term”) unless (a) the Parties agree to a different term pursuant

to a separate Statement of Work or (b) either Party notifies the other of non-renewal at least thirty (30) days prior to the end of the

then current Subscription Term. The fees for an Automatic Service Renewal Term shall be Provider’s then current fees.]

[CUSTOMIZATION

Insert

details of any customization to Base Model of the Software including delivery date of such customization and additional costs associated

with such Customization]

10.

[CLIENT OBLIGATIONS

Insert

applicable Client Obligations].

11.

[PROJECT MANAGERS

Each

Party shall appoint an individual as its “Project Manager” under this SOW. The Project Managers shall communicate on a regular

basis to discuss the status of the Services. Any issue that is unresolved between the Project Managers shall be escalated to the executive

management of the Parties. If required, additional roles may be defined as project management liaisons as back-up to the Project Managers.

Each Party agrees to provide prompt written notice of any changes to its Project Manager. The initial Project Managers are as follows:

for

Provider: [Name], [Title], [Address], [Email], [Phone]

for

Client: [Name], [Title], [Address], [Email], [Phone]]

12.

[OTHER APPLICABLE TERMS

Insert

if applicable]

[Signature

Page to Statement of Work Follows]

APPENDIX

Acceptable

Use Policy Attachment

This

Acceptable Use Policy (“AUP”) sets forth rules that apply to the use of any of the Licensed Products by Client.

Capitalized terms not defined in this AUP have the meanings given in the Agreement.

Except

as expressly permitted by the Agreement, Client shall not, and shall not permit any other Person to:

●

copy the Licensed Software or Documentation, in whole or in part;

●

modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of any Licensed Software or Documentation;

●

rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Licensed Software or Documentation

to any third party;

●

reverse engineer, disassemble, decompile, decode, or adapt the Licensed Software, or otherwise attempt to derive or gain access to the

source code of the Licensed Software or any Custom Model, in whole or in part;

●

bypass or breach any security device or protection used for or contained in the Licensed Software or Documentation;

●

remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, terms of the Documentation,

warranties, disclaimers, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks, or serial numbers on or

relating to any copy of the Licensed Product;

●

use the Licensed Product in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property

Right or other right of any Person, or that violates any applicable Law;

●

use the Licensed Software for purposes of: (i) benchmarking or competitive analysis of the Licensed Software; (ii) developing, using,

or providing a competing software product or service; or (iii) any other purpose that is to Provider’s detriment or commercial

disadvantage;

●

use the Licensed Products in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments,

systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which

the use or failure of the Licensed Products could lead to personal injury or severe physical or property damage; or

●

use (i) the Licensed Software or Documentation other than for the Permitted Use or in any manner or for any purpose or application

not expressly permitted by this Agreement or (ii) any Third-Party Materials in any manner or for any purpose or application not expressly

permitted by the controlling license for such Third-Party Materials.

Provider

may monitor compliance with this AUP and investigate any violations. If we determine that you violates this AUP, we may remove or suspend

access to the Licensed Products.

may report any activity that we suspect violates any law or regulation to law enforcement officials, regulators or other appropriate

third parties, and cooperate with them to investigate and prosecute illegal conduct. Our reporting may include disclosing information

related to the violation of this AUP.

APPENDIX

SUPPORT

POLICY

a Support Policy is purchased by the Client in the applicable Statement of Work, Provider will furnish the applicable support services

purchased (the “Support Services”) during normal business hours of [__ to __ ___], Monday through Friday, except

U.S. holidays (“Business Hours”) for the Licensed Software in accordance with the terms of this Support Policy

and the Agreement. This Support Policy will be incorporated by reference into the Agreement. Capitalized terms not defined in this Support

Policy have the meanings given in the Agreement.

Support Services

Level

Support

Services Provided

Contact

Number/

Address

Target

Response Time for Incidents

Basic

uptime maintenance by training Client’s DevOps team

Model

accuracy maintenance check once every four (4) months

[____]

Incident: 3 Business Hours

Incident: 72 Business Hours

Basic

uptime maintenance by training Client’s DevOps team

Model

accuracy maintenance check every two (2) months

Data

Drift Maintenance check every two (2) months

Model

Drift Maintenance check every two (2) months

[____]

Incident: 2 Business Hours

Incident: [___] Business Hours

Basic

uptime maintenance by training Client’s DevOps team

Model

accuracy maintenance check once every month

Data

Drift Maintenance check every month

Model

Drift Maintenance check every month

Re-training

of Model as needed (at least once per quarter)

Re-tuning

of Model as needed (at least once per quarter)

Re-evaluation

of the system as needed (at least once per quarter)

[____]

Incident: 0.5 Business Hours

Incident: 2 Business Hours

“P1

Incident” means operation of Licensed Software is critically affected (not responding to requests or serving content) for

a large number of users; no workaround available.

“P2

Incident” means the Licensed Software is responding and functional but performance is degraded, and/or Incident has potentially

severe impact on operation of the Licensed Software for multiple users.

“P3

Incident” means non-critical issue; no significant impact on performance of the Licensed Software but user experience may

be affected.

Incident Submission and Customer Cooperation. Client may report errors or abnormal behavior of the Licensed Software (each, an “Incident”)

by contacting Provider at the applicable email or phone number specified in the table below. Client will provide information and cooperation

to Provider as reasonably required for Provider to provide Support Services. This includes providing the following information to Provider

regarding the Incident:

● Aspects

of the Licensed Software that are unavailable or not functioning correctly

● Incident’s

impact on users

● Start

time of Incident

● List

of steps to reproduce Incident

● Relevant

log files or data

● Wording

of any error message

● Incident

ID# (when specified by Provider)

Support

Service personnel will assign a priority level (P1, P2 or P3) to each Incident and seek to provide responses in accordance with the table

above.

Exclusions. Provider will have no obligation to provide Support to the extent an Incident arises from (a) misuse or unauthorized

modifications to the Licensed Software, or (b) disruptions or malfunctions of Client’s network or other infrastructure, including

the hosting platform and related systems where Client hosts the Licensed Software.

Exhibit

Statement

of Work (Services)

This

Statement of Work (this “SOW”)is made as of ________ (“SOW Effective Date”) and is

incorporated into and subject in all respects to the terms and conditions of that certain Master License and Service Agreement, dated

as of ___________ (the “MSA”), between Fusemachines Inc. (“Provider”) and ____________________

(“Client”). Capitalized terms not otherwise defined in this SOW shall have the meaning given to such terms

in the MSA.

SERVICES AND DURATION

Provider

will provide the services described in, and subject to the assumptions set forth in, Appendix I (Scope of Work) attached hereto

(the “Services”). The Services shall commence on the SOW Effective Date and will terminate on [____] (“Service

Period”). The Service Period may be extended by the Parties pursuant to a written agreement. IF WE ARE SUPPLYING 3 YEARS..

STAFFING AND RATES

The

Services shall be performed on a time and materials basis. The below table sets forth the personnel deployed by the Provider that will

perform the Services under this SOW (“Provider Personnel”) together with their roles and compensation rates

(all dollar values set forth herein or in any invoice are deemed to be United States dollars):

Personnel

Role

Number

of Personnel

Full

Time/Part Time

Rate

During Business Hours

Business

Hours. Provider Personnel will perform the Services during the hours of [_____] Eastern Standard Time, Monday to Friday and excluding

the days set forth in Appendix II (Excluded Days) (“Business Hours”). Provider may charge Client additional

fees for any use of Provider Personnel outside of Business Hours.

Increase

in Personnel. Client shall notify Provider in writing if it desires to increase the number of Provider Personnel under this SOW.

Provider cannot guarantee that it shall be able to meet such increase requests but shall make commercially reasonable efforts to do so.

Increases in the number of Provider Personnel under this SOW shall be at the rates agreed to between the Parties and shall be confirmed

in writing by the Parties.

Unavailability.

The Parties acknowledge that Provider Personnel may be temporarily unavailable to provide Services due to illness, disability or personal

emergency. If practicable (a) Provider shall provide replacement personnel of substantially similar experience and qualifications to

provide Services during such absence, or (b) the absent Provider Personnel shall make up the Services lost during such absence during

the following two week period; provided however, that if neither clause (a) nor (b) of this sentence is applicable, the fees payable

for such absent Provider Personnel hereunder shall be prorated in proportion to the number of days for which Services are actually rendered.

Early

Termination Fee: Client acknowledges and agrees that it is purchasing the Services for he full length of the Service Period. In the event

Client terminates this SOW and/or the MSA prior to the end of the then existing Service Period for any reason other than pursuant to

Section 7.2 of the MSA, Client shall be responsible for all charges for any remaining time left on the Service Period as if Client remained

a licensee through the end of the then-current Service Period, including, without limitation, outstanding charges, unbilled charges,

taxes, and fees. In addition, Client will not be entitled to any refund for any unused portion of prepaid Service Period charges.

PAYMENT TERMS

[As

provided in the MSA.]

LOCATION OF SERVICES

All

Services shall be provided remotely.

[OPEN SOURCE COMPONENTS

The

Work Product shall include Open Source Components licensed under [NAME(S) OF OPEN SOURCE LICENSE(S)], a copy of which can be found at

[OPEN SOURCE LICENSE URL(S)] (each, an “Open Source License”). Any use of the Open Source Components by Client

is governed by, and subject to, the terms and conditions of the Open Source License(s).]

[CLIENT OBLIGATIONS

Insert

applicable Client Obligations].

[PROJECT MANAGERS

Each

Party shall appoint an individual as its “Project Manager” under this SOW. The Project Managers shall communicate on a regular

basis to discuss the status of the Services. Any issue that is unresolved between the Project Managers shall be escalated to the executive

management of the Parties. If required, additional roles may be defined as project management liaisons as back-up to the Project Managers.

Each Party agrees to provide prompt written notice of any changes to its Project Manager. The initial Project Managers are as follows:

for

Provider: [Name], [Title], [Address], [Email], [Phone]

for

Client: [Name], [Title], [Address], [Email], [Phone]]

[OTHER APPLICABLE TERMS

Insert

if applicable]

[Signature

Page to Statement of Work Follows]

WITNESS WHEREOF, the Parties hereto have executed this Statement of Work through their representatives duly authorized as of the date

first written above.

QINTESS

HOLDING E PARTICIPAÇÕES LTDA.

By:

Name:

Title:

FUSEMACHINES

INC.

By:

Name:

Title:

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit 99.1

Qintess

Commits to a Minimum $6.5 Million Spend on Fusemachines Agentic AI Products and Services Over Three Years

Agreement

supports Qintess’s internal adoption of Agentic AI and expansion of Fusemachines’ products and services within Qintess’s

client base across South America

NEW

YORK, NY — August 12, 2026 — Fusemachines Inc. (NASDAQ: FUSE), a leading provider of enterprise AI products

and services, today announced that Qintess, one of South America’s leading technology services companies, has entered into a strategic

commercial agreement that includes a binding commitment to spend a minimum of $6.5 million on Fusemachines’ Agentic AI products

and services over the next three years.

Under

the agreement, Qintess will receive preferred commercial terms and discounts on eligible Fusemachines products and services in exchange

for its binding minimum purchase commitment, as well as an equity component designed to create long-term alignment between the companies.

The agreement is expected to begin contributing to Fusemachines’ revenue in 2026, with additional revenue expected over the remainder

of the three-year term.

Qintess

plans to deploy Fusemachines’ Agentic AI products and services within its own operations as part of its strategy to become an AI-native

technology services company. Qintess also intends to integrate Fusemachines’ technology into its own offerings and bring Fusemachines’

products and services to its enterprise clients across South America and other markets.

The

collaboration will combine Fusemachines’ Agentic AI products, platforms and technical expertise with Qintess’s enterprise

relationships, regional presence and technology implementation capabilities.

“We

are excited about this agreement because we are starting to see the hard work and investments we have made over the last two quarters

in Agentic AI translate into tangible commercial and growth opportunities,” said Sameer Maskey, Founder and CEO of Fusemachines.

“Qintess’s binding $6.5 million minimum spend commitment provides a meaningful foundation for a long-term relationship and

demonstrates growing demand for our Agentic AI products and services.This is particularly exciting because it is expected to begin generating

revenue for Fusemachines in the South American market.”

“By

combining our Agentic AI technology with Qintess’s delivery capabilities and enterprise relationships, we believe we can expand

the availability of Fusemachines products and services throughout the region,” said Anish Joshi, Head of Technology at Fusemachines.

Qintess

expects to use Fusemachines’ products and services across its internal technology and business operations and within client-facing

solutions involving software development, customer experience, data, automation and other enterprise functions.

“I

am pleased to see the concrete materialization of our relationship with Fusemachines and the progress we are making together,”

said Nana Baffour, Chairman of Qintess. “This collaboration reflects our shared commitment to harnessing the potential of

AI to create meaningful value for our clients and drive innovation at scale.”

“We

are excited to work with Fusemachines, an advanced Agentic AI technology company with the products, platforms and expertise required

to support enterprise-scale AI adoption. This partnership is an important step toward making Qintess an AI-native company. We are embedding

Agentic AI directly into our delivery operations, engineering practices and managed-services model, and extending those products and

services across our client base,” said Paulo Moreira, VP and Global Chief Operating Officer of Qintess. “By

combining Fusemachines’ AI technology with Qintess’s implementation capabilities, industry knowledge and client relationships,

we believe we can help enterprises move from pilot to production faster and scale AI across their operations.”

The

agreement establishes a commercial framework under which Qintess will purchase Fusemachines products and services through product subscriptions,

technology licenses, implementation engagements, professional services and related statements of work during the three-year term.

About

Qintess

is a global technology company with a significant presence in South America. With operations across 9 countries, Qintess serves more

than 800 clients across 14 cities worldwide, supported by a global team of over 3,000 professionals. The company helps enterprises

modernize operations and accelerate digital transformation through technology consulting, application development, data and analytics,

artificial intelligence, cloud, automation and managed services.

For

more information, visit www.qintess.com.

About

Fusemachines

Founded

in 2013, Fusemachines is a global provider of enterprise AI products and services, on a mission to democratize AI.

Leveraging proprietary AI Studio, AI Engines and AI Agents, the company helps drive clients’ AI Enterprise Transformation,

regardless of where they are in their Digital AI journeys. With offices in North America, Asia, and Latin America, Fusemachines provides

a suite of enterprise AI offerings and specialty services that allow organizations of any size to implement and scale AI.

Fusemachines

continues to actively pursue the mission of democratizing AI for the masses by providing high-quality AI education in underserved communities

and helping organizations achieve their full potential with AI.

learn about Fusemachines, visit www.fusemachines.com.

Forward-Looking

Statements

This

press release contains forward-looking statements, including statements regarding anticipated purchases under the agreement, expected

revenue, the deployment and commercialization of Fusemachines’ Agentic AI products and services, Qintess’s planned adoption

of Agentic AI, Fusemachines’ expansion into South America and the anticipated benefits of the parties’ relationship.

Forward-looking

statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual outcomes

to differ materially. These risks include the parties’ ability to execute statements of work, deploy products and services, identify

suitable enterprise use cases, achieve anticipated commercial benefits and comply with applicable legal and regulatory requirements.

Additional

information regarding risks and uncertainties affecting Fusemachines is available in the company’s filings with the U.S. Securities

and Exchange Commission. Fusemachines undertakes no obligation to update any forward-looking statements except as required by applicable

law.

This

press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. The shares of common stock referenced

in this press release have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were,

or will be, issued in a private placement exempt from the registration requirements of the Securities Act.

Media

and Investor Contacts

Fusemachines

pr@fusemachines.com

ir@fusemachines.com

347 212-5075

Qintess

Gilberto

Caparica Neto

VP | Head of Sales Operations, Enablement, and Administration

Tel. +55 (11) 2899 6230 | Cel. +55 (11) 97558 1818

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