Section 19: Force Majeure

19.1 Definition & Scope

"Force Majeure" refers to unforeseeable circumstances, events, or conditions that are beyond the reasonable control of That Is A Q ("the Company"), its subcontractors, or either party, which prevent or materially delay the performance of contractual obligations under this agreement.

Such events must be external, unavoidable, and not attributable to negligence, mismanagement, or failure to plan by the affected party.

19.2 Qualifying Events

The following may constitute Force Majeure events, provided they meet the definition in Section 19.1:

• Natural Disasters: Earthquakes, floods, hurricanes, wildfires, pandemics, or severe weather events disrupting operations.
• Government & Regulatory Actions: Embargoes, export restrictions, changes in law, or mandatory shutdowns.
• Infrastructure Failures: Widespread telecommunications, power grid, or internet backbone outages not caused by the Company.
• Security Incidents: State-sponsored cyberattacks, ransomware, or large-scale data breaches affecting critical third-party infrastructure.
• Industrial Actions: Widespread labor strikes or lockouts affecting essential services.

19.3 Notice & Documentation

If a Force Majeure event occurs, the affected party must:

1. Provide written notice to the other party within five (5) business days of becoming aware of the event.
2. Describe the nature of the event, its expected duration, and its impact on deliverables or service obligations.
3. Supply reasonable documentation or evidence upon request (e.g., government notices, carrier outage reports, incident logs).

Failure to provide timely notice may result in the loss of Force Majeure protections for the affected obligations.

19.4 Mitigation Obligations

The Company reserves the right to exercise Force Majeure protections only after making commercially reasonable efforts to:

• Minimize the impact on project timelines and service delivery.
• Activate backup systems, failover infrastructure, or alternative workflows.
• Communicate proactively with the client regarding revised schedules or workarounds.

Force Majeure does not excuse the failure to maintain standard business continuity or disaster recovery protocols.

19.5 Suspension & Timeline Extensions

During a qualifying Force Majeure event:

• All affected performance deadlines shall be automatically extended by a period equal to the duration of the delay.
• The Company may temporarily suspend non-essential deliverables without penalty, provided written notice is given.
• Clients retain the right to pause or restructure scope in good faith negotiation, without triggering cancellation fees.

19.6 Termination Rights

If a Force Majeure event persists for more than thirty (30) consecutive business days, either party may terminate the affected agreement or specific deliverables by providing written notice.

Upon termination under this clause:

• No termination penalties or liquidated damages shall apply.
• Payment will be prorated for work completed and accepted prior to suspension.
• Both parties shall cooperate to securely transition or archive project assets.

19.7 Exclusions

Force Majeure does not include:

• Financial hardship, cash flow constraints, or market volatility.
• Failure of third-party vendors due to poor due diligence by the Company.
• Employee strikes originating solely within That Is A Q's organization.
• Software bugs, routine platform updates, or foreseeable technical debt.

19.8 Governing Law & Interpretation

This Force Majeure clause shall be interpreted in accordance with the governing law specified in the master agreement between the parties. It operates in conjunction with, and does not override, other relief provisions, indemnification terms, or insurance requirements outlined in the contract.

Questions regarding applicability, notice validity, or termination under this section must be directed to the Company's Legal & Compliance team.

Contact Legal & Compliance

For formal notices, dispute resolution, or contractual inquiries related to Force Majeure, please contact:

• Email: legal@thatisaq.com
• Address: That Is A Q, Legal Department, 1200 Innovation Blvd, Suite 400, Austin, TX 78701
• Response Time: Legal inquiries are reviewed within 3 business days.