Terms of Service · Qualsis

Qualsis Terms of Service

1. Acceptance

These Terms of Service ("Terms") form a binding agreement between you (the "Customer," "you," or "your") and Qualsis, LLC, a North Carolina limited liability company with its principal place of business at 3540 Toringdon Way, Suite 200, Charlotte, NC 28277, United States ("Qualsis," "we," "us," or "our").

By creating an account, accessing or using any of our Services, or clicking "I Agree" or a similar button at signup, you accept these Terms. If you do not agree, do not use the Services. If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and "you" / "Customer" refers to that organization.

Accepting these Terms also accepts the documents they incorporate, each to the extent it applies to you: the Acceptable Use Policy, the Data Processing Addendum, and the Business Associate Agreement (each defined in Section 2). No separate signature is needed. A digitally signed copy of the Data Processing Addendum or the Business Associate Agreement is available upon request through the Qualsis ESign Request form.

If you are an individual representing your employer or any other entity, these Terms govern that entity's use of the Services. Individual end users inside a Customer organization are not parties to this agreement; their use of the Services is governed by the agreement between Qualsis and the Customer organization.

2. Definitions

"Services" means the software-as-a-service products Qualsis makes available through self-serve subscription, currently QortexOS and (when launched) QoherenceAI, including websites, application programming interfaces, mobile applications (if any), and any documentation, support, or supplementary services we provide as part of the subscription.
"Subscription" means a paid plan you select to access the Services on a recurring billing basis.
"Order" means the selections you make at signup or in your account (subscription plan, payment method, billing period) that establish the terms of your subscription.
"Order Form" means an Order record generated at signup or any other ordering document that references these Terms. References in these Terms to an "Order Form" include an "Order."
"Customer Data" means data you (or your authorized end users) upload, connect, generate, or transmit through the Services, including business operational data, configuration data, and any personal data of your employees, clients, vendors, or other affected parties.
"Documentation" means the user guides, API references, security overviews, and other materials published by us describing the Services and how to use them.
"Acceptable Use Policy" or "AUP" means the Qualsis Acceptable Use Policy at https://qualsis.com/legal/trust/acceptable-use, as updated from time to time.
"DPA" means the Qualsis Data Processing Addendum at https://qualsis.com/legal/trust/dpa, as updated from time to time. The DPA is automatically incorporated into these Terms for any Customer whose use of the Services involves Qualsis processing personal data on the Customer's behalf.
"BAA" means the Qualsis Business Associate Agreement at https://qualsis.com/legal/trust/baa, as updated from time to time. The BAA is automatically incorporated into these Terms for any Customer that is a covered entity or business associate under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA") and whose Customer Data includes protected health information as defined by HIPAA ("PHI").

3. The Services

Qualsis provides cloud-based software for businesses. Specific Services covered by these Terms:

3.1. QortexOS

QortexOS is operational intelligence software for managed service providers and similar businesses. It connects to the Customer's operational data, analyzes that data to surface signals (margins, churn risk, capacity strain, pipeline softness) and recommendations, and provides privacy-preserving peer benchmarking. QortexOS supports decision-making by Customer personnel; it does not make decisions for the Customer.

3.2. QoherenceAI

QoherenceAI (when generally available) is an operating platform for AI agents in regulated industries. It enables the Customer to develop, deploy, observe, and govern AI agents within the Customer's environment. QoherenceAI is a general-purpose AI platform; the Customer determines what agents to build and what they do.

3.3. Where your data is processed

The region where your Customer Data is primarily processed and stored follows your organization's location, which we record at signup from the business address you provide. It is not a separate choice. Organizations located in the United States are hosted in the United States. Organizations located in another jurisdiction that Qualsis serves with its own region (for example, the European Union or Canada) are hosted in that region. If that region is not yet running when you sign up, we set it up before your Customer Data is loaded. As of the effective date, the United States is the only region in operation. The region determined under this Section 3.3 applies to the primary processing of Customer Data; backup and disaster-recovery copies may be stored in another data center within the same legal block (EU-to-EU, US-to-US). Cross-region transfers between blocks require Customer notice and applicable cross-border transfer mechanisms (described in the DPA).

3.4. Service Level commitments

Specific service-level commitments (uptime, support response targets, incident severity definitions) are set out in the Qualsis Service Level Schedule at https://qualsis.com/legal/trust/sls, as updated from time to time. The Service Level Schedule applies only where the Customer's Order Form or subscription tier expressly incorporates it. As of the effective date, no formal Service Level commitments are made for self-serve subscriptions; the Services are provided on an as-available basis.

3.5. Beta or pre-release features

We may make beta or pre-release features available labeled as such. Beta features are provided "AS-IS" without warranty, may be withdrawn at any time, and are excluded from the Service Level commitments (if any). Customer Data processed through beta features is treated under the same security, DPA, and BAA terms; the difference is functional, not data-handling.

4. Accounts

4.1. Account creation

To use the Services, you create an account by providing the required information (name, business email, organization, payment method, and any other information requested). You agree to provide accurate information and to keep it current.

4.2. Authentication and security

You are responsible for safeguarding your account credentials, for any activity that occurs under your account, and for promptly notifying us of any unauthorized access. You agree to:

Use strong, unique passwords (or enable single sign-on / multi-factor authentication where supported)
Not share credentials between users
Not access the Services through automated means except as permitted through our published APIs and with valid credentials

4.3. Authorized end users

Within your subscription's user limits (if any), you may grant access to your employees, contractors, or other individuals authorized to act on your behalf. You remain responsible for their compliance with these Terms.

4.4. Suspension

We may suspend access to the Services if we reasonably believe Customer is in material breach of these Terms or the AUP, payment is more than 30 days past due, Customer's use creates a material security risk, or suspension is required by law. Where reasonable in the circumstances, we will provide notice and an opportunity to cure before suspension. Qualsis may terminate these Terms or Customer's subscription only as provided in Section 6, except where immediate termination is required by law or expressly permitted under an applicable beta or evaluation agreement.

5. Subscriptions, fees, and payment

5.1. Subscription plans

The Services are offered on subscription plans. The features, user limits, usage allowances, and pricing of each plan are described on our pricing page or in your Order. We may add, modify, or remove plans; changes to your existing plan take effect at your next renewal or as expressly agreed.

5.2. Fees

You agree to pay the fees for your selected subscription plan in accordance with the Order. Fees are billed:

Monthly subscriptions: monthly in advance on the date your subscription began
Annual subscriptions: annually in advance on the date your subscription began

Unless otherwise specified, fees are in United States Dollars (USD). For Customers in the European Union, United Kingdom, or other jurisdictions where local-currency pricing is offered, the fees and currency in your Order govern.

5.3. Taxes

Fees do not include taxes. You are responsible for all applicable taxes (sales, value-added, goods and services, withholding, and similar) other than taxes based on our net income. Where we are required to collect taxes, we will add them to your invoice.

5.4. Payment

You will be charged through the payment method on file in your account on the billing date. Payment is processed by our payment provider (currently Stripe). Failed or returned payments may incur fees. If a payment is not received within 30 days of the due date, we may suspend your account as described in Section 4.4.

5.5. Price changes

We may change subscription fees. Fee changes apply to your next renewal and take effect only after we give you at least 30 days' notice via email or in-product notification. If you do not want to renew at the new fee, you may cancel before the renewal date as described in Section 6.

5.6. No refunds (default)

Fees are non-refundable, except as required by applicable law or as expressly provided in these Terms. We may provide pro-rata refunds at our discretion for service interruptions, billing errors, or other circumstances.

6. Term, renewal, and cancellation

6.1. Term

These Terms begin when you accept them at signup and continue until terminated as described in this Section 6.

6.2. Subscription term

Your subscription term is the period selected in your Order (monthly or annual).

6.3. Auto-renewal

Your subscription will automatically renew at the end of each subscription term for the same term length unless you cancel before the renewal date. Auto-renewal renewals will be billed at the then-current published fees for your plan, unless a different renewal fee is set out in your Order or communicated to you under Section 5.5.

Customer may cancel a monthly or annual subscription at any time before its next renewal date. Cancellation takes effect at the end of the then-current subscription term, and Customer retains access through that date.

6.4. Auto-renewal notice

For annual subscriptions, we will send you a reminder of the upcoming auto-renewal at least 30 days before the renewal date.

6.5. Cancellation by Customer

You may cancel your subscription at any time through your account settings or by contacting us through the channels in Section 18, as described in Section 6.3. Cancellation is effective at the end of the then-current subscription term and does not entitle you to a refund of pre-paid fees, except as expressly stated.

6.6. Termination for cause

Either party may terminate these Terms and your subscription for cause if the other party materially breaches these Terms and fails to cure the breach within 30 days after written notice describing the breach. Termination for cause is in addition to other remedies available.

6.7. Termination by Qualsis without cause

We may terminate your subscription without cause by giving you at least 30 days' written notice via email or in-product notification. In that case, we will refund any pre-paid fees for the unused portion of your then-current term.

6.8. Effects of termination

When these Terms terminate or your subscription ends:

Your right to access the Services ends
Unless Customer instructs Qualsis to delete the data earlier, Qualsis will retain Customer Data for up to 60 days after termination, during which Customer may export Customer Data through the self-service export tools in the Services. Any Qualsis-performed return of Customer Personal Data is governed by the return-in-lieu mechanics and window in DPA Section 12.1, which controls to the extent of any conflict under Section 16.1 of these Terms. Customer Personal Data is deleted from active production systems within the period required by DPA Section 12.1, and residual encrypted backup and versioned copies expire as provided in DPA Section 12.2. Other Customer Data may be deleted or anonymized on the same or a shorter schedule, but these Terms do not create a separate post-termination retention commitment for non-personal Customer Data unless an Order expressly states otherwise.
Fees already paid for periods before termination are not refundable except as expressly stated
Sections of these Terms that by their nature should survive (definitions, IP, indemnification, limitation of liability, governing law, dispute resolution, and any accrued payment obligations) will survive

7. Acceptable Use

You and your end users must use the Services in accordance with the Acceptable Use Policy at https://qualsis.com/legal/trust/acceptable-use. Material violations may result in suspension under Section 4.4 or termination under Section 6.

In summary (the AUP controls), you may not:

Use the Services for unlawful purposes
Upload Customer Data to which you do not have the right to upload, or which violates the privacy rights, intellectual property rights, or other rights of any person
Attempt to gain unauthorized access to the Services or to any other Customer's data
Reverse engineer, decompile, or otherwise attempt to derive the source code or underlying algorithms of the Services, except as permitted by applicable law
Use the Services to develop, train, or improve any product or service that competes with Qualsis
Use the Services to make consequential decisions about persons (employment, credit, benefits, legal status) without the human-review and governance requirements specified in the Services or under applicable law
Use the Services to process special categories of personal data (sensitive data, biometric, health, children's data) except as expressly permitted by your subscription plan and the DPA. PHI is permitted on every subscription plan and is handled under the BAA
Resell, sublicense, or use the Services to provide services to third parties without our written authorization

8. Customer Data

8.1. Ownership of Customer Data

You own all rights, title, and interest in your Customer Data. We do not claim any ownership of Customer Data.

8.2. License to Qualsis

You grant Qualsis a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Data solely to: (a) provide the Services to you and your end users; (b) comply with your reasonable instructions; (c) prevent or address service, security, or technical issues; (d) comply with applicable law; and (e) enforce these Terms.

8.3. No training on Customer Data without opt-in

We do not use Customer Data to train any artificial intelligence or machine learning model, and we do not authorize our service providers to do so, except where you have explicitly opted in to a feature that uses Customer Data for that purpose. Such features are off by default, the opt-in is granular (model, feature, and data category), and you can withdraw the opt-in at any time. The opt-in does not retroactively grant rights to data already processed before opt-in.

8.4. Data Processing Addendum and Business Associate Agreement

To the extent we process personal data on your behalf in providing the Services, our processing is governed by the Qualsis Data Processing Addendum at https://qualsis.com/legal/trust/dpa, which is incorporated into these Terms by reference. The DPA includes our obligations as a processor (or sub-processor where applicable) under the GDPR, UK GDPR, CCPA / CPRA, and other applicable data protection laws.

If you are a covered entity or business associate under HIPAA and your Customer Data includes PHI, the BAA applies automatically and is incorporated into these Terms by reference, on every subscription plan and in every program, including beta and evaluation programs. You do not need to select a plan, make an election, or sign anything for it to apply, and we handle PHI in the same way whether or not you hold a signed copy.

8.5. Anonymized and aggregated data

We may use information derived from Customer Data after it has been de-identified or aggregated so that it is not reasonably capable of being associated with or linked to Customer or an identifiable individual, taking into account means reasonably likely to be used. Qualsis will maintain measures designed to prevent re-identification and will not attempt to re-identify the information except where necessary to test or verify the effectiveness of the de-identification process.

8.6. Backups

We maintain backups of Customer Data for disaster-recovery purposes. Backups are stored in the same legal block as the primary processing region (for example, US-to-US or EU-to-EU, following the region assigned under Section 3.3). Backups are deleted within the deletion timeline in the DPA.

9. Confidentiality

9.1. Mutual confidentiality

Each party may receive Confidential Information from the other in connection with these Terms. "Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in writing, orally, or by inspection that (a) is marked confidential or proprietary, (b) the Receiving Party should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure, or (c) consists of Customer Data, our pricing, our non-public technical or business information, or our security practices.

9.2. Obligations

The Receiving Party will: (a) protect the Disclosing Party's Confidential Information with at least the degree of care it uses to protect its own confidential information of like importance, and in no event with less than reasonable care; (b) use Confidential Information only as necessary to perform under these Terms; and (c) restrict access to Confidential Information to its employees, contractors, and agents who need access and who are bound by confidentiality obligations no less protective than those in this Section 9.

9.3. Exclusions

Confidential Information does not include information that: (a) is or becomes generally known to the public other than through breach of these Terms; (b) was in the Receiving Party's possession before disclosure without obligation of confidentiality; (c) is received from a third party without obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

9.4. Required disclosure

The Receiving Party may disclose Confidential Information when compelled to do so by law or legal process, provided that, where lawful and reasonably practical, it gives the Disclosing Party prior notice so the Disclosing Party may seek a protective order.

9.5. Survival

These confidentiality obligations survive termination of these Terms for five (5) years, except that obligations regarding trade secrets and Customer Data continue for as long as the information remains a trade secret or Customer Data, respectively.

10. Intellectual property

10.1. Qualsis IP

We retain all rights, title, and interest in and to the Services, including all underlying software, algorithms, models (including any models trained or fine-tuned by us using sources other than Customer Data under Section 8.3), Documentation, trademarks, copyrights, patents, trade secrets, and other intellectual property. No rights in the Services are granted to you except as expressly set out in these Terms.

10.2. Customer license to Qualsis IP

Subject to your compliance with these Terms and timely payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license during your subscription term to access and use the Services in accordance with the Documentation and these Terms, for your own internal business purposes.

10.3. Feedback

If you provide us suggestions, ideas, or feedback about the Services ("Feedback"), you grant us a worldwide, royalty-free, perpetual, irrevocable license to use the Feedback to improve the Services, without obligation to you. You are not required to provide Feedback.

10.4. Trademarks and publicity

Each party retains rights in its own trademarks. We will not use, publish, or distribute your name, logo, or trademarks, your feedback in a form that identifies you, your use case, story, or results, or any statement attributed to you or your people, in marketing, sales, press, or other promotional or public material of any kind, without your prior express written permission for that specific use. This includes customer lists: we will not list you as a customer unless you have given that permission. Written permission may be given by email or another recorded electronic approval from your authorized representative, and you may withdraw it for future uses at any time. You may not use our name, logos, or trademarks in marketing, press releases, or promotional materials without our prior written consent, except that you may identify Qualsis as your service provider in your own internal documentation and (with our reasonable consent, not to be unreasonably withheld) in your customer-facing materials.

11. Warranties and disclaimers

11.1. Mutual warranties

Each party represents and warrants that it has the legal authority to enter into and perform these Terms.

11.2. Qualsis warranty

We warrant that we will provide the Services with reasonable care and skill consistent with industry standards for cloud-based business software. If we materially fail to do so, your sole and exclusive remedy is for us to use commercially reasonable efforts to correct the failure within a reasonable time after we receive your written notice describing the failure with reasonable specificity. If we cannot do so, we will refund the pre-paid fees for the unused portion of your subscription term covering the affected Services.

11.3. Customer warranty

You represent and warrant that: (a) you have the legal right to upload Customer Data to the Services, (b) Customer Data does not violate any third party's intellectual property, privacy, or other rights, (c) you will use the Services in compliance with applicable laws and the AUP, and (d) you have obtained all necessary consents from your end users for our processing of personal data on your behalf consistent with the DPA.

11.4. Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND QUALSIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY OF DATA OR OUTPUTS. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY, RELIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING OUTPUTS PRODUCED BY THE SERVICES; SUCH OUTPUTS ARE INTENDED TO INFORM, NOT REPLACE, HUMAN JUDGMENT.

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the foregoing exclusions apply only to the extent permitted by applicable law, and you may have additional rights under your local law.

12. Indemnification

12.1. Qualsis indemnity (IP infringement)

We will defend you against any third-party claim alleging that the Services as provided by us and used in compliance with these Terms infringe the third party's patent, copyright, trade secret, or trademark rights, and we will pay any damages and reasonable attorneys' fees finally awarded by a court against you, or any settlement agreed to by us. This indemnity does not cover claims arising from: (a) Customer Data, (b) combinations of the Services with products or services not provided by us, (c) modifications to the Services made by anyone other than us, (d) your continued use of the Services after we notify you of an alleged infringement and provide a non-infringing alternative, or (e) your breach of these Terms.

If we believe that the Services may infringe a third party's rights, we may, at our option: (i) modify the Services to be non-infringing, (ii) obtain a license for your continued use, or (iii) terminate the affected Services and refund pre-paid fees for the unused portion of the term.

This Section 12.1 states our sole liability and your sole remedy for any third-party claim of infringement.

12.2. Customer indemnity

You will defend us against any third-party claim arising from: (a) Customer Data (including any claim that Customer Data violates applicable law, infringes the rights of any third party, or was uploaded without proper authority), (b) your use of the Services in violation of the AUP, these Terms, or applicable law, (c) your use of the Services to make decisions about persons in circumstances where these Terms or the AUP require human review or other governance you did not provide, and (d) your misrepresentation about the Services to a third party. You will pay any damages and reasonable attorneys' fees finally awarded by a court against us, or any settlement agreed to by you.

12.3. Indemnification procedure

The party seeking indemnification ("Indemnified Party") will: (a) give the other party ("Indemnifying Party") prompt written notice of the claim, (b) give the Indemnifying Party sole control of the defense and any settlement of the claim (provided that no settlement requires the Indemnified Party to admit liability or make payment without the Indemnified Party's prior written consent), and (c) reasonably cooperate at the Indemnifying Party's expense. The Indemnified Party may participate at its own expense with counsel of its choice.

13. Limitation of liability

13.1. Exclusion of certain damages

EXCEPT FOR THE EXCLUDED CLAIMS DEFINED IN SECTION 13.3 BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2. Cap on direct damages

EXCEPT FOR THE EXCLUDED CLAIMS DEFINED IN SECTION 13.3 BELOW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO QUALSIS UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THIS LIMITATION APPLIES IN AGGREGATE TO ALL CLAIMS, NOT PER CLAIM.

For claims of liability for personal data breach, the cap is two (2) times the fees paid or payable by Customer to Qualsis during the twelve (12) months preceding the event, as a separate carveout from the cap in the preceding paragraph.

For clarity, a claim arising from unauthorized access to or disclosure of Customer Personal Data is treated as a Personal Data Breach subject to this separate cap and does not become an uncapped claim merely because the affected data also constitutes Confidential Information.

13.3. Excluded claims

The exclusions and limitations in Sections 13.1 and 13.2 do not apply to: (a) a party's indemnification obligations under Section 12, (b) breach of confidentiality other than a Personal Data Breach, which is governed by the separate cap in Section 13.2 unless caused by gross negligence or willful misconduct; (c) infringement of the other party's intellectual property rights, (d) a party's gross negligence or willful misconduct, or (e) any liability that cannot be excluded or limited under applicable law (which, in many jurisdictions, includes liability for death or personal injury caused by negligence, fraud, and similar matters).

13.4. Acknowledgment

The parties acknowledge that the fees reflect the allocation of risk in these Terms, that these limitations form an essential basis of the bargain, and that these limitations apply even if a limited remedy fails of its essential purpose.

14. Term changes

We may modify these Terms from time to time. We will notify Customer of a material change at least 30 days before it takes effect, by email to Customer's account administrators or by in-product notification, except where this Section allows a shorter period. Material changes ordinarily take effect at Customer's first renewal that falls at least 30 days after that notice. A material change may take effect during a current term where required by law or reasonably necessary to address a material security risk; in that case we will give as much notice as the circumstances reasonably allow. If a material change taking effect during a prepaid term materially reduces Customer's contractual rights, Customer may terminate the affected Services before the change takes effect and receive a pro-rata refund of prepaid fees for the unused portion of the affected term. A change to Section 15 applies to Customer only if Customer expressly accepts it.

Non-material changes (clarifications, formatting, addition of products, references to additional URLs without changing substantive obligations) take effect upon publication and do not require notice, but we will reflect them in the change log at https://qualsis.com/legal/trust/changelog.

15. Governing law, jurisdiction, and dispute resolution

15.1. Customers located in the United States

If your principal place of business is in the United States, these Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The federal and state courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or related to these Terms, and the parties consent to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2. Customers located in the United Kingdom

If your principal place of business is in the United Kingdom, these Terms are governed by the laws of England and Wales, without regard to its conflict-of-laws principles. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or related to these Terms, and the parties consent to the personal jurisdiction of those courts.

15.3. Customers located in the European Union or European Economic Area

If your principal place of business is in the European Union or European Economic Area, these Terms are governed by the laws of Ireland, without regard to its conflict-of-laws principles. The courts of Ireland have exclusive jurisdiction over any dispute arising out of or related to these Terms, and the parties consent to the personal jurisdiction of those courts.

15.4. Customers located elsewhere

If your principal place of business is in a country not covered by Sections 15.1 through 15.3, these Terms are governed by the laws of the State of Delaware, United States, and the courts of Delaware have exclusive jurisdiction, as described in Section 15.1.

15.5. Equitable relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

15.6. Limitations period

Any claim arising out of or related to these Terms must be brought within one (1) year after the claim accrued, except to the extent applicable law requires a longer period or does not permit the applicable limitations period to be shortened by contract.

16. General provisions

16.1. Entire agreement

These Terms (together with the Order, the AUP, the DPA, the BAA, and any other documents expressly incorporated by reference) form the entire agreement between you and Qualsis regarding the Services and supersede all prior agreements, communications, and understandings, written or oral, except a program agreement signed by both parties (such as a pre-release access agreement, its program addendum, and the related non-disclosure agreement). A signed program agreement stays in force according to its terms, and your acceptance of these Terms, or of any later version of them, does not replace or supersede it. In the event of any conflict: (a) for data protection matters, the Standard Contractual Clauses and equivalent transfer instruments (with respect to the matters they address) prevail over the DPA, and the DPA prevails over these Terms and all other documents, as set out in the order-of-precedence provision of the DPA, except that for the handling of PHI the BAA prevails over the DPA, these Terms, and all other documents, as set out in the BAA, without displacing the Standard Contractual Clauses or equivalent transfer instruments where they apply; (b) for all other matters, the order of precedence is: (i) a program agreement signed by both parties, for the matters it addresses, (ii) the Order, (iii) these Terms, (iv) the AUP, (v) other incorporated documents.

The Privacy Policy describes how Qualsis processes personal data where Qualsis acts as a controller. It is not incorporated as a contractual service commitment except where these Terms or the DPA expressly state otherwise.

16.2. Assignment

You may not assign these Terms or any rights or obligations hereunder without our prior written consent, except that you may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all your assets, with notice to us. We may assign these Terms without restriction.

16.3. Independent parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, agency, or fiduciary relationship.

16.4. No third-party beneficiaries

These Terms do not create rights for any third party. No person who is not a party to these Terms has any rights under them.

16.5. Force majeure

Neither party will be liable for delay or failure to perform any obligation (other than payment) caused by circumstances beyond its reasonable control, including natural disasters, acts of war, terrorism, civil unrest, governmental action, public-health emergencies, internet outages, failures of third-party providers, or labor disputes. The affected party will notify the other and use commercially reasonable efforts to resume performance promptly.

16.6. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in effect and the invalid provision is replaced by an enforceable provision that approximates the original as closely as possible.

16.7. Waiver

A failure to enforce any provision of these Terms is not a waiver of the right to enforce that or any other provision later.

16.8. Notices

Notices to us must be submitted through the Qualsis Legal contact form and sent to:

Qualsis, LLC
3540 Toringdon Way, Suite 200
Charlotte, NC 28277
United States

A notice posted on the Qualsis legal or trust center constitutes contractual notice only where these Terms or an incorporated document expressly permit notice by public posting. Material-change, renewal, suspension, termination, and other individually directed notices will be delivered through the channel specified for that notice.

16.9. Government customers

If you are a United States federal, state, or local government agency, additional terms may apply. Contact us before signup to discuss any required government terms; otherwise, your acceptance of these Terms is binding to the extent permitted by applicable law.

16.10. Export controls

You may not access or use the Services in violation of United States export control laws, including but not limited to sanctions administered by the U.S. Treasury's Office of Foreign Assets Control (OFAC), or the export control laws of any other jurisdiction applicable to you. You represent that you are not located in, and are not a resident or national of, any country or region subject to U.S. or EU sanctions that would prohibit your use of the Services, and that you are not on any U.S. or EU restricted-party list.

16.11. Language

These Terms are written and binding in English. Translations, if provided, are for convenience only; the English version controls.

17. Specific products

17.1. QortexOS-specific terms

Reserved.

17.2. QoherenceAI-specific terms

Reserved. QoherenceAI-specific terms will be set out here when QoherenceAI becomes generally available.

18. Contact us

For questions about these Terms, the AUP, the DPA, the BAA, or your subscription:

Online: Qualsis Legal contact form, or the Qualsis Privacy contact form for data-protection matters
Postal mail:
Qualsis, LLC
3540 Toringdon Way, Suite 200
Charlotte, NC 28277
United States

For technical support, billing questions, or product-related help, please use the in-product support flow.

19. About this version

This is version 1.0.4 of these Terms. It replaces version 1.0.3. The changes are to Section 14, which now says how and how far ahead we notify you of a material change and that a change to Section 15 applies to you only if you accept it. Section 16.1 now confirms that a program agreement signed by both parties is not replaced when you accept these Terms. The effective date shown below is the date this version started applying. Archived versions and a change log of material updates are kept at https://qualsis.com/legal/trust/changelog.