Terms of Service

Last updated: 2025-01-01

These Terms of Service ("Terms") govern your access to and use of QuantumLoop Labs’ website and software development services (the "Services"). By using our Services, you agree to these Terms.

1. Scope of Services

We provide software consulting and development Services as described in proposals, statements of work (SOWs), or order forms agreed between you and us. In case of conflict, an executed SOW prevails over these Terms.

2. Client Responsibilities

  • Provide accurate requirements, timely feedback, and necessary assets/access.
  • Designate a point of contact and make stakeholders reasonably available.
  • Ensure you have rights to materials you provide and that they don’t infringe third-party rights.

3. Fees & Payment

  • Fees are specified in the applicable SOW or order. Unless stated otherwise, invoices are due net 15 days.
  • Late amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law.
  • Client is responsible for taxes (excluding our income taxes). Withholding taxes must be grossed up.

4. Intellectual Property

  • Unless otherwise agreed in writing, upon full payment, Client receives ownership of project deliverables specifically created under the SOW (excluding pre-existing IP and open-source components).
  • Our pre-existing IP, tools, frameworks, and know-how remain ours; we grant Client a non-exclusive license as needed to use the deliverables.
  • Open-source software is subject to its respective licenses.

5. Confidentiality

Each party agrees to protect the other’s confidential information with reasonable care and use it only as necessary to perform under these Terms or an SOW. This section survives termination.

6. Warranties & Disclaimers

  • We warrant Services will be performed in a professional, workmanlike manner consistent with industry standards.
  • EXCEPT AS EXPRESSLY PROVIDED, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/GOODWILL. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 6 MONTHS PRECEDING THE EVENT.

8. Term & Termination

  • These Terms apply while you use our Services. SOWs state their own durations.
  • Either party may terminate an SOW for material breach not cured within 30 days after written notice.
  • Upon termination, Client pays for Services performed and approved expenses incurred through the date of termination.

9. Data Protection

We handle personal data per our Privacy Policy. If processing personal data on Client’s behalf, the parties may execute a Data Processing Agreement (DPA).

10. Non-Solicitation

During an engagement and for 12 months thereafter, neither party will directly solicit the other’s employees for employment, except via general advertisements.

11. Publicity

With Client consent, we may list Client’s name and logo in our portfolio or website and describe the engagement at a high level.

12. Governing Law & Dispute Resolution

These Terms are governed by the laws of the state or country indicated in the SOW (without regard to conflicts of laws). Disputes will be resolved in the specified courts, or via agreed arbitration.

13. Miscellaneous

  • Neither party may assign without the other’s consent, except to a successor in interest.
  • Notices must be in writing to the addresses provided by the parties.
  • If any provision is unenforceable, the remainder remains in effect.
  • These Terms, together with applicable SOWs, constitute the entire agreement and supersede prior discussions.

14. Contact

For questions about these Terms, contact admin@quantumlooplabs.com.