Terms of Service

Effective and last updated: August 18, 2026 · Version 2026-08-18

Important notice. These Terms contain a binding individual arbitration agreement, class-action waiver, jury-trial waiver, limitation of liability, and Florida governing-law and venue provisions. For ecommerce sites, the client—not QuantumLoop Labs—is the seller and merchant of record and is solely responsible for tax registration, configuration instructions, collection, filing, and remittance.

1. Agreement and authority

These Terms are a binding agreement between QuantumLoop Labs LLC, a Florida limited liability company (“QuantumLoop,” “we,” “us”) and the person or entity using our website or Services (“Client,” “you”). By clicking acceptance, submitting an onboarding form that references these Terms, signing an order, paying an invoice, accessing a client portal, or using the Services, you accept these Terms. If you act for an entity, you represent that you have authority to bind it. You must be at least 18 and able to contract.

These Terms, the applicable proposal, statement of work, order form, or quote (each an “Order”), our Privacy Policy, and any signed addendum form the agreement. If terms conflict, a signed Order controls only for that Order, followed by a signed addendum, then these Terms. Purchase-order boilerplate does not modify the agreement.

2. Services and change control

We provide custom software, managed websites, hosting, maintenance, integrations, ecommerce implementation, and related professional services described in an Order.
Timelines are good-faith estimates unless an Order expressly calls a date a binding deadline. Dependencies, approvals, content, access, third parties, force majeure, and scope changes may affect delivery.
Work outside scope requires a written change order and may change fees and timing. Email approval by authorized contacts is sufficient.
We may use employees and subcontractors and remain responsible for their performance to the same extent as our own.
Beta, experimental, or AI-assisted features are identified when material and may change or be discontinued.

3. Client responsibilities and approvals

Provide complete, accurate, lawful information, content, credentials, decisions, and feedback on time; maintain backups of materials you provide.
Obtain all licenses, consents, notices, and permissions needed for content, personal data, domains, accounts, claims, testimonials, products, and third-party systems.
Review and test deliverables before launch. Approval, production use, or failure to identify a reproducible nonconformity within 10 business days after delivery constitutes acceptance, without limiting an express warranty in an Order.
Maintain the security of your accounts, use least-privilege access, promptly remove former users, and notify us of suspected compromise.
Comply with laws applicable to your business, products, advertising, accessibility, privacy notices, cookies, email/SMS, refunds, subscriptions, warranties, age restrictions, and regulated activities. We do not provide legal, tax, accounting, accessibility-certification, or compliance advice.

4. Managed website service

The managed website plan is a continuing service, not a work-made-for-hire sale, unless an Order says otherwise. It includes only the pages, features, support, usage, and service level stated in the Order or plan description.
Routine content changes are handled through our request process. Redesigns, new applications, complex integrations, large migrations, and work beyond fair use may require a separate quote.
We may apply security patches, platform upgrades, infrastructure changes, and reasonable technical controls. We do not guarantee uninterrupted or error-free availability.
Client owns its domain and business content. We may suspend publication or remove content reasonably believed unlawful, infringing, malicious, unsafe, or likely to expose either party to liability.

5. Ecommerce; taxes are the Client's responsibility

QuantumLoop is a technology provider, not the seller, marketplace facilitator, merchant of record, tax preparer, or tax adviser for a Client store.

Client is the seller and merchant of record and is solely responsible for products, pricing, descriptions, inventory, fulfillment, shipping, customer service, returns, refunds, recalls, disputes, chargebacks, fraud review, and consumer-law compliance.
Client alone must determine tax nexus, product/service taxability, customer location, exemptions, registrations and permits, rates, tax-inclusive pricing, collection duties, invoices, reports, returns, filing, remittance, records, and responses to taxing authorities in every jurisdiction.
We do not select jurisdictions, register Client, decide taxability or rates, file returns, remit tax, monitor thresholds, or verify that a tax result is correct. Enabling a tax engine or field does not transfer these duties or make us responsible for its output.
If expressly included in scope, we may make a tax integration technically functional using settings and written instructions supplied or approved by Client or Client's qualified tax professional. Client must test and approve configuration before launch and whenever its products, locations, laws, or obligations change.
Third-party tax, commerce, and payment platforms are separate services governed by their own terms. Client must maintain its accounts and promptly investigate platform notices and discrepancies.
Client bears all taxes, assessments, penalties, interest, claims, losses, and professional fees arising from Client's sales or tax obligations, except taxes imposed on QuantumLoop's net income.

6. Fees, subscriptions, and payment authorization

Fees, deposits, billing intervals, and included usage are stated in the Order. Unless stated otherwise, invoices are due on receipt and fees are in U.S. dollars.
By providing a payment method, Client authorizes recurring and off-session charges for subscriptions, approved work, usage, and past-due amounts until cancellation takes effect. Stripe or another processor may store and process payment credentials; we do not receive full card numbers.
Client must raise a good-faith billing dispute within 15 days of the charge or invoice and timely pay undisputed amounts. Late amounts may accrue interest at the lesser of 1.5% monthly or the legal maximum, plus reasonable collection costs.
Fees exclude sales, use, excise, VAT, and similar transaction taxes. Client will pay taxes properly imposed on our Services, excluding our net-income taxes, and will gross up legally required withholding unless prohibited.
Except where an Order or mandatory law says otherwise, setup work, completed work, usage fees, domains, licenses, and third-party costs are nonrefundable.

7. Term, cancellation, suspension, and termination

A subscription renews for successive monthly terms until canceled. Cancellation takes effect at the end of the then-current paid period; partial periods are not prorated unless required by law.
Either party may terminate an Order for material breach not cured within 10 days after written notice, or immediately for illegality, insolvency, security risk, abusive conduct, or a breach that cannot be cured.
We may suspend Services for nonpayment, security threats, unlawful use, excessive resource use, or material breach. When practicable, we will provide notice and a reasonable opportunity to cure.
On termination, Client must pay all accrued amounts. Upon request and payment of outstanding fees, we will provide a reasonable export of Client-owned content in a commonly available format when technically feasible. Platform code, infrastructure, credentials, and QuantumLoop Materials are not included.

8. Intellectual property

Client retains ownership of materials it supplies and grants us a worldwide, nonexclusive license to host, copy, modify, display, transmit, and use them to perform and secure the Services.
For custom project deliverables expressly identified in an Order, and only after full payment, Client receives the ownership or license stated there. If the Order is silent, Client owns final bespoke deliverables, excluding QuantumLoop Materials and third-party materials.
We retain all rights in pre-existing and generally applicable code, templates, libraries, designs, methods, tooling, know-how, improvements, and infrastructure (“QuantumLoop Materials”). We grant Client a nonexclusive, perpetual license to embedded QuantumLoop Materials only as needed to use paid-for custom deliverables.
Open-source and third-party components remain subject to their licenses. Feedback may be used without restriction or compensation and without identifying Client.

9. Confidentiality and data

Each party will protect nonpublic information disclosed as confidential or reasonably understood to be confidential using at least reasonable care, use it only for the agreement, and disclose it only to personnel and providers with a need to know and confidentiality duties. Exclusions apply to information independently developed, lawfully received without restriction, public through no breach, or required to be disclosed by law after notice when permitted. Our handling of personal information is described in the Privacy Policy. A separate data-processing addendum is required where applicable.

10. Third-party services and dependencies

Domains, hosting, app stores, payment processors, tax engines, APIs, plugins, AI models, communications providers, and other third-party services are outside our control and subject to their own terms, fees, availability, data practices, and changes. We are not liable for their acts, omissions, outages, security incidents, policy changes, rejected accounts, lost rankings, or discontinued functionality. We may replace a dependency with a reasonably comparable alternative.

11. Acceptable use

Client may not use the Services to violate law or third-party rights; distribute malware; probe or bypass security; send unlawful or unsolicited messages; process data without authority; facilitate fraud, deception, hate, exploitation, or regulated sales without required controls; overload systems; scrape except as permitted; or resell access without written approval. We may investigate and cooperate with lawful requests.

12. Warranties and disclaimers

We warrant that paid professional services will be performed in a professional and workmanlike manner. Client's exclusive remedy is prompt written notice and our reasonable re-performance of the affected Services. EXCEPT FOR THAT LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DELIVERABLES, HOSTING, INTEGRATIONS, TAX FEATURES, ANALYTICS, AI OUTPUT, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AND RESULTS. WE DO NOT GUARANTEE REVENUE, LEADS, SEARCH RANKING, ACCESSIBILITY CONFORMANCE, LEGAL OR TAX COMPLIANCE, UNINTERRUPTED SERVICE, OR THAT EVERY DEFECT OR VULNERABILITY WILL BE FOUND.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUANTUMLOOP AND ITS OWNERS, PERSONNEL, AFFILIATES, AND PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, SAVINGS, GOODWILL, DATA, BUSINESS, OR OPPORTUNITY; BUSINESS INTERRUPTION; SUBSTITUTE SERVICES; OR THIRD-PARTY CLAIMS, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL AGGREGATE LIABILITY ARISING FROM AN ORDER OR THE SERVICES WILL NOT EXCEED THE FEES ACTUALLY PAID TO US FOR THE AFFECTED SERVICES DURING THE THREE MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. THE LIMIT APPLIES IN THE AGGREGATE, REGARDLESS OF THEORY OR NUMBER OF CLAIMS, AND DOES NOT EXPAND REMEDIES AVAILABLE UNDER AN ORDER. Nothing excludes liability that applicable law does not permit to be excluded.

14. Client indemnity

Client will defend, indemnify, and hold harmless QuantumLoop and its owners, personnel, affiliates, and providers from third-party claims, government inquiries, penalties, damages, judgments, settlements, and reasonable attorneys' fees arising from: Client content, products, services, instructions, or business; ecommerce transactions, taxes, registrations, filings, remittance, refunds, chargebacks, or consumer claims; Client's violation of law, these Terms, or third-party rights; or unauthorized use of Client accounts. We will provide prompt notice, allow Client to control the defense with qualified counsel, and reasonably cooperate. Client may not settle a claim that admits our fault or imposes nonmonetary duties on us without consent.

15. Claims period

To the maximum extent permitted by law, any claim arising from the agreement or Services must be filed within one year after the claimant knew or reasonably should have known of the facts giving rise to it, or it is permanently barred. This does not shorten a period that cannot lawfully be shortened.

16. Informal dispute process

Before filing arbitration or litigation, the claimant must send a detailed written notice to admin@quantumlooplabs.com identifying the parties, facts, requested relief, and account or Order. Authorized representatives will confer in good faith for 30 days. Limitations periods are tolled during that period. Either party may seek temporary injunctive relief needed to prevent immediate misuse of intellectual property, confidential information, or systems.

17. Binding individual arbitration; no class actions

PLEASE READ CAREFULLY. THIS SECTION AFFECTS YOUR RIGHT TO GO TO COURT.

Except for an eligible individual small-claims matter or temporary injunctive relief described above, every dispute arising out of or relating to the agreement, Services, relationship, or their formation, validity, interpretation, breach, or termination—including statutory and tort claims—will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”). The AAA Commercial Arbitration Rules in effect when filed apply to business-to-business disputes. If AAA or applicable law classifies a dispute as consumer, the AAA Consumer Arbitration Rules and Consumer Due Process Protocol apply instead, including the applicable allocation of fees. The Federal Arbitration Act governs this section. A single neutral arbitrator will decide all issues except a court will decide whether the class-action waiver is enforceable.

Arbitration will occur in Hillsborough County, Florida, unless the parties agree to a remote hearing. The arbitrator may award any individual remedy available in court but may not consolidate claims or preside over representative or class proceedings. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this waiver is finally held unenforceable for a particular claim or remedy, only that claim or remedy will proceed in court after all arbitrable matters conclude.

18. Jury waiver; Florida law and exclusive court venue

Florida law governs without regard to conflict-of-law rules, except the Federal Arbitration Act governs arbitration. For any dispute permitted to proceed in court—including proceedings to compel arbitration, enforce an award, seek temporary injunctive relief, or an eligible small claim—each party irrevocably submits to the exclusive personal jurisdiction and venue of the state courts located in Hillsborough County, Florida, or, when federal jurisdiction exists, the United States District Court for the Middle District of Florida, Tampa Division. EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES TRIAL BY JURY. Each party waives objections based on personal jurisdiction, venue, or inconvenient forum to the maximum extent permitted by law. Mandatory law that cannot be waived remains applicable.

19. Publicity

Unless Client opts out in writing before launch or an Order says otherwise, we may identify Client by name and logo and display public-facing work in our portfolio and proposals. We will not disclose Client confidential information or nonpublic performance data without consent.

20. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including disasters, war, terrorism, labor disputes, epidemics, governmental action, utility or internet failure, cyberattack, or third-party platform outage. Payment obligations for Services already provided are not excused.

21. Changes to these Terms

We may update these Terms prospectively. Material changes will be posted with a new effective date and, for active Clients when reasonably required, notified by email or portal. Changes do not retroactively alter an accrued dispute. Continued use after the effective date constitutes acceptance where permitted; if applicable law requires renewed affirmative consent, we will request it.

22. General terms

Neither party may assign the agreement without consent, except we may assign it in connection with a merger, financing, reorganization, sale of assets, or affiliate transfer. Any prohibited assignment is void.
The parties are independent contractors. No partnership, joint venture, fiduciary, employment, agency, franchise, or exclusivity relationship is created.
Notices must be written. Operational notices may be sent to the account email. Legal notices to us must be sent to admin@quantumlooplabs.com and are effective on confirmed receipt.
Failure to enforce is not a waiver. Remedies are cumulative. Headings are for convenience. “Including” means “including without limitation.”
If a provision is unenforceable, it will be enforced to the maximum lawful extent and severed without affecting the rest, subject to the special rule for the class waiver above.
Sections that by nature should survive do survive, including payment, IP, confidentiality, disclaimers, liability limits, indemnity, claims period, and disputes.
The agreement is the entire agreement about its subject and may be amended only as stated here or in a writing accepted by authorized representatives. Electronic records and signatures are originals and counterparts together form one instrument.

23. Contact

QuantumLoop Labs LLC · Tampa, Florida · admin@quantumlooplabs.com