Terms & Conditions

For purposes of these Terms, the following definitions apply:

● "Quantaive," "we," "us," "our" refers to Quantaive and its officers, directors, employees, contractors, and agents.

● "Services" means all services, products, software, tools, and solutions provided by Quantaive, including but not limited to AI strategy, consulting, implementation services (chat agents, voice agents, automation), website design, SEO services, social media management, branding, digital transformation consulting, and all related services.

● "Client Agreement" means any proposal, scope of work, statement of work, service agreement, or purchase order that outlines specific services to be provided.

● "Client Data" means all data, content, materials, information, and intellectual property provided by you or collected on your behalf.

● "Deliverables" means the specific work products, services, or results outlined in a Client Agreement.

● "Site" means Quantaive's website and all associated web properties.

3.1 Description of Services
Quantaive provides comprehensive digital marketing and technology services, including but not limited to:

● AI-Powered Solutions: Custom AI chat agents, AI voice agents, business process automation, workflow optimization, and AI strategy consulting

● Web Design & Development: Custom website design, responsive development, e-commerce solutions, website redesigns, landing pages, and ongoing maintenance

● Search Engine Optimization (SEO): Local SEO, technical SEO, on-page optimization, link building, Google Business Profile management, and SEO audits

● Social Media Management: Content creation, community management, paid social advertising, strategy development, and analytics

● Branding & Design: Logo design, brand identity development, marketing materials, brand guidelines, and visual identity systems

● Digital Marketing: Email marketing, content marketing, paid advertising (PPC), conversion optimization, and analytics

● Digital Transformation Consulting: Technology strategy, process optimization, digital roadmaps, and implementation support

● Marketing Automation: CRM integration, email automation, lead nurturing, workflow automation, and reporting

3.2 Service Specifications
The specific services provided to you, including scope, deliverables, timelines, and pricing, will be outlined in a separate Client Agreement. Where there is a conflict between these Terms and a Client Agreement, the Client Agreement will prevail with respect to the specific services covered by that agreement.

3.3 Service Modifications
We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with reasonable notice to clients with active engagements. We will make commercially reasonable efforts to minimize disruption to your services.

4.1 Account Creation
Certain Services may require you to create an account. When creating an account, you must:

● Provide accurate, current, and complete information
● Maintain and promptly update your account information to keep it accurate and current
● Maintain the security and confidentiality of your account credentials
● Accept full responsibility for all activities that occur under your account
● Notify us immediately of any unauthorized access or security breach
● Not share your account credentials with any third party
● Not create an account using false information or on behalf of someone other than yourself without authorization

4.2 Account Security
You are solely responsible for maintaining the confidentiality of your account credentials and for all activities under your account. We are not liable for any loss or damage arising from your failure to maintain account security.

4.3 Account Termination
We reserve the right to suspend or terminate your account at any time, with or without notice, if:

● You violate these Terms or any applicable law
● You engage in fraudulent, abusive, or illegal activity
● You fail to make required payments
● Your account has been inactive for an extended period
● We are required to do so by law or legal process
● Continuing to provide Services would cause us legal liability or reputational harm

5.1 Service Fees Structure

Setup and Build Fees
Setup and build fees cover the labor, configuration, and implementation required to make Services available to you. These fees:

● Are charged one-time at project initiation
● Cover initial development, configuration, and setup
● Do not grant ownership of underlying technology or intellectual property (see Section 11)
● Are subject to the refund policy outlined in Section 5.7

Monthly Service Fees
Monthly service fees are required for all custom-built solutions and cover:

● Hosting and infrastructure costs
● Ongoing maintenance and updates
● Platform access and licensing
● Technical support
● Service monitoring and optimization

5.2 Pricing and Fee Changes
Pricing for our Services is outlined on our website and in Client Agreements. We reserve the right to change our pricing at any time, but price changes will not affect existing Client Agreements unless:

● You agree to the price change in writing
● Your Client Agreement specifically allows for price adjustments
● The price change is due to changes in third-party costs beyond our control
● We will provide at least 30 days' notice of any price changes affecting your Services.

5.3 Billing and Payment
Payment terms are as follows:

● Fees are invoiced as stated in your Client Agreement or at the time of purchase
● All prices are in United States Dollars (USD) unless otherwise specified
● Payment is due upon receipt of invoice unless other terms are specified
● We accept payment via credit card, ACH transfer, wire transfer, or other methods as agreed
● Recurring charges will be billed automatically to your payment method on file
● You authorize us to charge your payment method for all fees incurred

5.4 Payment Processor
We use Stripe, Inc. and other third-party payment processors to process payments. By making a payment, you agree to be bound by the payment processor's terms of service and privacy policy. We are not responsible for errors or issues caused by payment processors.

5.5 Taxes
All fees are exclusive of applicable federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchase, except for taxes based on our net income. If we are required to collect or pay Taxes, they will be invoiced to you.

5.6 Late Payments
Late payment terms:

● Overdue invoices may incur interest at the rate of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower
● We may suspend or terminate Services if payment is more than 30 days past due
● You are responsible for all costs of collection, including reasonable attorney fees
● Suspension of Services due to non-payment does not relieve you of payment obligations

5.7 Refund Policy

Project / Build Services
● Within 24 hours of purchase: 100% refund, No work commenced
● Days 2-7 : 75% refund, Minimal work commenced
● Days 8-14: 50% refund, Work in progress
● After day 14: 0% refund, Substantial work completed

Monthly Service Fees
● 0% refund for the current billing period
● You may cancel to stop future billing (see Section 7)
● Pro-rata refunds may be provided at our sole discretion in cases of service failure

Custom Development and Design Work
● Non-refundable once client has approved designs, mockups, or deliverables
● Non-refundable once work has been delivered to client
● Refunds subject to the timeframes above if work has not been approved or delivered

5.8 Refund Request Process
All refund requests must be:

● Submitted via our official Refund Form available at [Refund Page URL]
● Submitted from the email address associated with your account
● Include detailed reason for refund request
● Include order number or invoice number

Refund requests will be processed within 10 business days. Approved refunds will be issued to the original payment method within 5-10 business days.

5.9 Chargebacks and Payment Disputes
Important: Initiating a chargeback or payment dispute with your financial institution without first contacting us to resolve the issue is considered a material breach of these Terms and may result in:

● Immediate suspension or termination of all Services
● Forfeiture of any refund rights
● Collection action for the disputed amount plus fees
● Legal action to recover damages
● Reporting to credit bureaus and collection agencies

If you have a billing dispute, please contact us at billing@quantaive.com before initiating a chargeback. We will work in good faith to resolve any legitimate billing issues.

6.1 Estimated Timelines
The initial build/setup phase for Services (including but not limited to AI chat agents, voice agents, automations, websites, and custom development) is estimated at 4-6 weeks from receipt of all required Client Data, materials, approvals, and access credentials.

Important: Project timelines are estimates, not guarantees. Actual delivery times may vary based on project complexity, scope changes, and other factors.

6.2 Factors Affecting Timeline
Quantaive reserves the right to adjust project timelines due to:

● Client delays in providing required data, content, access credentials, or approvals
● Changes in project scope or requirements
● Technical issues or challenges discovered during development
● Changes in third-party services, APIs, or platforms
● Force majeure events (see Section 24)
● Unforeseen technical or business challenges

6.3 Client-Caused Delays
Delays caused by Client's failure to provide required materials, approvals, or access will extend project timelines without penalty to Quantaive. If Client-caused delays exceed 30 days, we reserve the right to:

● Pause the project and reallocate resources
● Charge additional fees for project restart
● Terminate the project and retain all fees paid

6.4 Communication of Delays
Delays caused by Quantaive will be communicated promptly, and revised timelines will be provided in writing. We will make commercially reasonable efforts to minimize delays and keep projects on schedule.

6.5 Expedited Delivery
Some projects may be delivered sooner than estimated timelines. Expedited delivery may be available for an additional fee, subject to resource availability and project complexity.

7.1 Contract Term Start Date
For Services requiring ongoing monthly fees, the initial service term begins only after the project build/setup phase is completed and the Deliverables are provided to the Client.

"Completion" means the agreed Deliverables are substantially provided in working form and made available to Client, even if minor refinements, adjustments, or optimizations are ongoing.

7.2 Initial Term
Unless otherwise specified in your Client Agreement, the initial service term for ongoing monthly services is six (6) months from the completion date.

7.3 Renewal Terms
After the initial term expires, Services will automatically renew on a month-to-month basis at the then-current rates unless:

● You provide written notice of cancellation before your next billing date
● We provide notice of non-renewal
● The Services are terminated pursuant to Section 7.5

7.4 Cancellation by Client
You may cancel Services by:

● Providing written notice via email to support@quantaive.com
● Providing notice at least 30 days before your next billing date
● Completing any required cancellation forms

Important: Canceling before the end of the initial term does not release you from payment obligations for:

● The current billing period
● Any remaining months in the initial term (if applicable)
● Any outstanding invoices or fees

Early termination fees may apply as specified in your Client Agreement.

7.5 Termination by Quantaive
Quantaive may terminate any Service or Agreement at any time, with or without cause, by providing written notice. Specific grounds for termination include:

● Material breach of these Terms or Client Agreement
● Non-payment or late payment of fees
● Fraudulent, abusive, or illegal activity
● Violation of intellectual property rights
● Conduct that damages our reputation or business
● Legal or regulatory requirements
● Discontinuation of Services by third-party providers

If a third-party provider discontinues service or makes it commercially impractical for us to continue providing Services, we may terminate or modify the Services without liability. In such cases, we will refund any unused, pre-paid fees on a pro-rata basis.

7.6 Effect of Termination
Upon termination of Services:

● Your license to use our Services and proprietary materials ends immediately
● You must immediately cease all use of our Services, software, and materials
● You remain liable for all outstanding payments and fees
● We may delete or archive your data according to our data retention policy
● Provisions intended to survive termination remain in effect (see Section 7.7)
● You must return or destroy all confidential information and proprietary materials

7.7 Survival
The following sections survive termination of these Terms or any Client Agreement:

● Section 5 (Fees and Payment)
● Section 10 (Confidentiality)
● Section 11 (Intellectual Property)
● Section 12 (Transfer and Portability)
● Section 18 (Disclaimer of Warranties)
● Section 19 (Limitation of Liability)
● Section 20 (Indemnification)
● Section 21 (Non-Solicitation)
● Section 22 (Dispute Resolution)
● Any other provisions that by their nature should survive

8.1 General Responsibilities

You agree to:

● Provide all required content, files, access credentials, and materials promptly
● Ensure all provided materials are accurate, complete, and up-to-date
● Appoint a single point of contact for project decisions and feedback
● Respond to requests for information or approvals within agreed timeframes
● Provide timely feedback on deliverables and work products
● Maintain necessary third-party accounts and subscriptions
● Ensure you have rights to all materials you provide
● Comply with all applicable laws and regulations

8.2 Content and Materials

You are solely responsible for:

● The accuracy and legality of all content and materials you provide
● Obtaining necessary rights, licenses, and permissions for provided materials
● Ensuring content does not infringe on third-party rights
● Compliance with advertising and marketing regulations
● Accuracy of product descriptions, pricing, and claims

8.3 Access and Credentials

You agree to:

● Provide necessary access to accounts, platforms, and systems
● Maintain active accounts with required third-party services
● Not revoke access without prior notice
● Ensure credentials provided are accurate and current
● Notify us immediately of any security concerns

8.4 Delays and Extensions

You understand and agree that delays in providing required materials, approvals, or access will extend project timelines without penalty to Quantaive. Extended delays may result in additional fees or project termination.

8.5 Cooperation

You agree to cooperate with Quantaive in good faith and provide reasonable assistance to facilitate successful delivery of Services.

9.1 Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to use our Services:

● In any way that violates any applicable federal, state, local, or international law or regulation
● To transmit, or procure the sending of, any advertising or promotional material without our prior written consent
● To impersonate or attempt to impersonate Quantaive, a Quantaive employee, another user, or any other person or entity
● To engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Services
● In any manner that could disable, overburden, damage, or impair our Services or interfere with any other party's use of the Services

9.2 Prohibited Activities

You specifically agree not to:

● Violate any applicable laws, regulations, or third-party rights
● Infringe on intellectual property rights of Quantaive or others
● Transmit viruses, malware, or other harmful code
● Attempt to gain unauthorized access to our systems, networks, or data
● Interfere with or disrupt the integrity or performance of our Services
● Use our Services for fraudulent, deceptive, or illegal purposes
● Harass, abuse, threaten, or harm others
● Collect or harvest user information without consent
● Use automated systems (bots, scrapers) to access our Services without permission
● Reverse engineer, decompile, or disassemble our software or Services
● Remove or modify any proprietary notices or labels
● Use our Services to compete with us or develop competing products
● Resell or redistribute our Services without authorization
● Violate any robot exclusion headers or bypass security measures

9.3 Consequences of Violations

Violation of this Section may result in:

● Immediate suspension or termination of Services
● Legal action to enforce these Terms
● Reporting to law enforcement authorities
● Liability for damages caused by violations

10. Confidentiality

10.1 Definition of Confidential Information

"Confidential Information" means any information disclosed by one party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential," "Proprietary," or similar, or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information includes, but is not limited to:

● Business strategies, plans, and financial information
● Customer lists, data, and information
● Technical data, trade secrets, and know-how
● Product plans, designs, and specifications
● Marketing strategies and plans
● Pricing information and business terms
● Source code, algorithms, and documentation
● Any information marked or identified as confidential

10.2 Obligations

Both parties agree to:

● Protect Confidential Information with the same degree of care used to protect their own, but no less than reasonable care
● Use Confidential Information only for performing obligations under these Terms
● Not disclose Confidential Information to third parties without prior written consent
● Limit access to Confidential Information to those with a legitimate need to know
● Return or destroy Confidential Information upon request or termination

10.3 Exceptions

Confidential Information does not include information that:

● Becomes publicly available without breach of these Terms
● Was known to the receiving party prior to disclosure
● Is received from a third party without breach of any obligation
● Is independently developed without use of Confidential Information
● Must be disclosed under law or court order (with prior notice where possible)

10.4 Duration

Confidentiality obligations remain in effect for five (5) years from the date of disclosure, or indefinitely for trade secrets.

11. Intellectual Property

11.1 Ownership of Pre-Existing Materials

Each party retains ownership of its pre-existing materials, intellectual property, software, data, and content created prior to or outside the scope of this Agreement.

11.2 Work Product Ownership

Unless otherwise agreed in writing, all deliverables created by Quantaive as part of the Services (the “Work Product”) shall become the property of the Client only after full payment is received.

Until payment is complete:

● Quantaive retains all rights, title, and interest in the Work Product
● Client receives a limited, non-transferable, non-exclusive license for internal use
● Quantaive reserves the right to revoke or disable access to unpaid deliverables

11.3 Quantaive IP

Quantaive retains all intellectual property rights in:

● Proprietary tools, frameworks, software, templates, and automations
● AI models, prompts, and workflows used in delivering Services
● Training data, research, and internal documentation
● Agency methodologies and implementation processes

These materials are licensed, not sold, and remain the property of Quantaive.

11.4 License to Use Deliverables

Upon full payment, Client receives a perpetual, royalty-free license to use the final deliverables for business purposes. This license excludes Quantaive’s proprietary systems, tools, or code libraries used to create them.

11.5 Portfolio Rights

Quantaive may display completed work and project summaries in its portfolio, marketing, or case studies unless otherwise agreed in writing. Client names and logos may be used for limited promotional use.

11.6 Third-Party Materials

Deliverables may include third-party materials (e.g., stock assets, plugins, APIs). Such materials remain the property of their respective owners and are subject to their own licensing terms.

11.7 Use of Client Name and Logo
You grant Quantaive permission to:

● Use your company name and logo in our client lists and marketing materials
● Create anonymized case studies based on our work together
● Reference our relationship in proposals and presentations

If you do not wish to be identified as a client, please notify us in writing at legal@quantaive.com.

12.1 AI Agents and Automations
AI chat agents, voice agents, and automation solutions are not transferable to other providers or platforms. These solutions are built on Quantaive's proprietary technology and infrastructure and cannot be exported or migrated.

Upon termination, you will lose access to these solutions unless you maintain an active service agreement.

12.2 Website Transfer
Websites developed by Quantaive may be eligible for transfer to your own hosting after meeting the following conditions:

● Completion of at least six (6) months of active service
● All fees paid in full with no outstanding balances
● Payment of a one-time transfer fee of $2,500
● Written request submitted at least 30 days before desired transfer date

12.3 Transfer Process and Limitations
Website transfers are subject to the following terms:

● Websites are delivered "AS IS" in WordPress format
● Some features, plugins, or functionality may not transfer
Custom integrations may require reconfiguration
● You are responsible for all third-party transfer costs (hosting, domain, etc.)
● Quantaive provides no post-transfer support or assistance
● Transfer does not include proprietary tools, frameworks, or code libraries
● Quantaive retains rights to any proprietary technology or methodologies

12.4 Data Export
Upon request and subject to technical feasibility, we will provide you with exports of your Client Data in commonly used formats. Data export requests must be made before termination of Services.

13.1 AI Technology Disclaimer
⚠️ IMPORTANT: AI LIMITATIONS AND RISKS
Artificial Intelligence (AI) technology, including chat agents and voice agents, has inherent limitations and risks. By using our AI-powered Services, you acknowledge and accept these limitations.

AI-generated outputs may be:

● Inaccurate: AI may provide incorrect, incomplete, or misleading information
● Biased: AI may reflect biases present in training data
● Inconsistent: AI responses may vary for similar inputs
● Outdated: AI knowledge may not reflect recent events or changes
● Inappropriate: AI may occasionally generate inappropriate or offensive content

13.2 Human Review Required
You are solely responsible for:

● Reviewing all AI-generated content before use
● Verifying accuracy of AI outputs
● Ensuring AI responses align with your business policies
● Monitoring AI interactions with your customers
● Implementing appropriate safeguards and oversight

13.3 Not Professional Advice
AI outputs are not and should not be considered:

● Legal advice or legal opinions
● Medical advice or medical diagnoses
● Financial advice or investment recommendations
● Professional advice of any kind
● Substitute for professional human judgment

Always consult qualified professionals for legal, medical, financial, or other professional advice.

13.4 Your Responsibility
You are solely responsible for:

● All actions taken based on AI outputs
● Decisions made using AI-generated information
● Consequences of AI interactions with your customers
● Compliance with laws and regulations in your use of AI
● Training and configuring AI agents appropriately

13.5 No Guarantee of Results
We do not guarantee that AI agents will:

● Provide accurate or complete information
● Respond appropriately in all situations
● Meet your specific business requirements
● Achieve particular outcomes or results

14.1 Third-Party Dependencies
Our Services may integrate with, rely on, or utilize third-party platforms, services, APIs, and tools, including but not limited to:

● Cloud hosting providers (AWS, Google Cloud, etc.)
● AI and machine learning platforms (OpenAI, Anthropic, etc.)
● Payment processors (Stripe, PayPal, etc.)
● Marketing platforms (Google Ads, Facebook Ads, etc.)
● CRM and automation tools
● Analytics and tracking services
● Communication platforms

14.2 Third-Party Terms
Your use of third-party services is subject to their respective terms of service, privacy policies, and acceptable use policies. You are responsible for:

● Reviewing and accepting third-party terms
● Maintaining necessary accounts and subscriptions
● Complying with third-party requirements
● Paying any fees charged by third parties

14.3 No Responsibility for Third Parties
Quantaive is not responsible for:

● Availability, performance, or reliability of third-party services
● Changes to third-party terms, pricing, or features
● Interruptions or issues caused by third-party providers
● Data breaches or security issues at third-party providers
● Compliance with third-party terms and policies

14.4 Tool Substitutions
We reserve the right to change, replace, or substitute third-party tools, platforms, or providers at any time, provided such changes do not materially diminish the functionality or quality of Services provided to you.

We will provide reasonable notice of significant changes to third-party integrations when feasible.

15.1 Privacy Policy
Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Services, you consent to our Privacy Policy.

15.2 Data Processing
We process Client Data solely for the purpose of providing Services to you. We implement appropriate technical and organizational measures to protect Client Data, including:

● Encryption of data in transit and at rest
● Access controls and authentication
Regular security assessments and audits
● Employee training on data protection
● Incident response procedures
● Regular backups and disaster recovery

15.3 Data Processing Addendum
If you are subject to data protection regulations (such as GDPR or CCPA), a Data Processing Addendum (DPA) is available upon request. The DPA outlines our data processing practices and your rights as a data controller.

To request a DPA, contact us at privacy@quantaive.com.

15.4 Data Retention
We retain Client Data for as long as necessary to provide Services and as required by law. Upon termination:

● Active data is deleted within 30 days
● Backup data is deleted according to our backup retention schedule (typically 90 days)
● Anonymized and aggregated data may be retained indefinitely
● Data required for legal or regulatory compliance is retained as required

15.5 Security Incidents
In the event of a security incident affecting Client Data, we will:

● Investigate the incident promptly
● Notify affected clients without undue delay
● Take steps to mitigate harm
● Cooperate with any required regulatory notifications
● Implement measures to prevent recurrence

15.6 Your Security Responsibilities
You are responsible for:

● Maintaining security of your account credentials
● Implementing appropriate security measures for your systems
● Promptly notifying us of any security concerns
● Complying with applicable data protection laws
● Obtaining necessary consents for data collection

16.1 Use of Cookies
Our Site uses cookies and similar tracking technologies for:

● Essential site functionality
● Analytics and performance monitoring
● Personalization and user preferences
● Marketing and advertising
● Security and fraud prevention

16.2 Consent
By using our Site, you consent to our use of cookies as described in our Cookie Policy. You can manage cookie preferences through your browser settings, but disabling certain cookies may affect site functionality.

16.3 Third-Party Cookies
We may use third-party cookies for analytics, advertising, and other purposes. These cookies are subject to the third party's privacy policy.

17.1 Service Availability
We strive to maintain high availability of our Services and aim for 99.5% uptime for hosted services. However, we do not guarantee uninterrupted access to Services.

17.2 Scheduled Maintenance
Services may be temporarily unavailable due to:

● Scheduled maintenance (with advance notice when possible)
● Emergency repairs or security updates
● Technical issues beyond our reasonable control
● Force majeure events
● Third-party service interruptions

17.3 No Uptime Guarantee
Unless specifically stated in a Client Agreement with defined Service Level Agreements (SLAs), we do not guarantee any specific uptime percentage or availability level.

18.1 Limited Warranty
Quantaive warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is limited to the specific Services outlined in your Client Agreement.

If Services fail to meet this warranty, your sole remedy is for us to re-perform the Services or, if we cannot do so, to refund fees paid for the non-conforming Services.

18.2 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN YOUR CLIENT AGREEMENT, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUANTAIVE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

● IMPLIED WARRANTIES OF MERCHANTABILITY
● IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
● IMPLIED WARRANTIES OF NON-INFRINGEMENT
● WARRANTIES REGARDING ACCURACY, COMPLETENESS, OR RELIABILITY OF CONTENT
● WARRANTIES OF UNINTERRUPTED OR ERROR-FREE OPERATION
● WARRANTIES THAT DEFECTS WILL BE CORRECTED
● WARRANTIES REGARDING SECURITY OR FREEDOM FROM VIRUSES

18.3 Results Disclaimer
WE DO NOT GUARANTEE SPECIFIC OUTCOMES OR RESULTS, INCLUDING BUT NOT LIMITED TO:

● Search engine rankings or positions
Website traffic levels or growth
● Conversion rates or sales
● Revenue increases or ROI
● Social media engagement or followers
● Lead generation quantities or quality
● Customer satisfaction or retention

Results depend on many factors beyond our control, including but not limited to market conditions, competition, your business practices, product quality, pricing, customer service, and economic conditions.

18.4 Third-Party Disclaimer
We are not responsible for the accuracy, reliability, or availability of third-party services, content, or websites. Any reliance on third-party services is at your own risk.

19.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL QUANTAIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

● LOSS OF PROFITS OR REVENUE
● LOSS OF DATA OR INFORMATION
● LOSS OF BUSINESS OPPORTUNITIES
● COST OF SUBSTITUTE SERVICES
● BUSINESS INTERRUPTION
● LOSS OF GOODWILL OR REPUTATION
● PERSONAL INJURY OR PROPERTY DAMAGE

THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUANTAIVE'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO QUANTAIVE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

19.3 Exceptions
These limitations of liability do not apply to:

● Our gross negligence or willful misconduct
● Fraud or fraudulent misrepresentation
● Death or personal injury caused by our negligence
● Violations of intellectual property rights
● Breaches of confidentiality obligations
Any liability that cannot be excluded or limited by law

19.4 Basis of the Bargain
You acknowledge that these limitations of liability are fundamental elements of the agreement between you and Quantaive, and that we would not provide Services without these limitations.

20.1 Your Indemnification Obligations
You agree to defend, indemnify, and hold harmless Quantaive, its officers, directors, employees, contractors, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to:

● Your use or misuse of our Services
● Your breach of these Terms or any Client Agreement
● Your violation of any law, regulation, or third-party right
● Client Data or content you provide to us
● Your business practices, products, or services
● Claims that your content infringes on third-party intellectual property rights
● Your employees', contractors', or agents' actions or omissions
● Any negligent or willful misconduct by you or your representatives

20.2 Third-Party Content Claims
You specifically agree to indemnify Quantaive against any claims alleging that:

● Content you provided infringes on copyrights, trademarks, or other intellectual property rights
● Your use of our Services violates third-party rights
● Materials you provided are defamatory, obscene, or otherwise unlawful

20.3 Defense and Settlement
Quantaive reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of such claims. You may not settle any claim without our prior written consent.

20.4 Notice
We will provide you with prompt notice of any claim subject to indemnification. Your failure to provide a defense or settlement will not relieve you of your indemnification obligations.

21.1 Employee and Contractor Non-Solicitation
During the term of your Client Agreement and for twelve (12) months after termination, you agree not to, directly or indirectly:

● Solicit, recruit, or hire any Quantaive employee or contractor
● Encourage any Quantaive employee or contractor to leave their employment or engagement
● Assist any third party in soliciting or hiring Quantaive employees or contractors
● This restriction applies to any employee or contractor who worked on your account or with whom you had contact during the engagement.

21.2 Client Non-Solicitation
During the term of your Client Agreement and for twelve (12) months after termination, you agree not to, directly or indirectly:

● Solicit or attempt to solicit any Quantaive client you met through our Services
● Provide services competitive with Quantaive's services to any Quantaive client you met through us
● Interfere with Quantaive's relationships with its clients

21.3 Exceptions
These restrictions do not apply to:

● General solicitations not specifically targeted at Quantaive personnel or clients
● Hiring resulting from unsolicited applications
● Relationships that existed prior to your engagement with Quantaive

21.4 Liquidated Damages
If you breach this non-solicitation provision, you agree to pay Quantaive liquidated damages equal to:

For employee/contractor solicitation: One (1) year of the employee's or contractor's annual compensation
For client solicitation: Twelve (12) months of fees paid by that client to Quantaive

These liquidated damages are in addition to any other remedies available to Quantaive.

22.1 Informal Resolution
Before initiating any formal dispute resolution process, you agree to contact us at legal@quantaive.com to attempt to resolve the dispute informally. We will work in good faith to resolve any issues through negotiation.

Both parties agree to attempt informal resolution for at least ninety (90) days before proceeding to arbitration.

22.2 Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Any dispute, claim, or controversy arising out of or relating to these Terms or our Services that cannot be resolved informally shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

22.3 Arbitration Procedures
Arbitration shall be conducted as follows:

● Location: Atlanta, Georgia, or another mutually agreed location
● Arbitrator: One arbitrator selected according to AAA rules
● Rules: AAA Commercial Arbitration Rules
● Discovery: Limited discovery as determined by the arbitrator
● Decision: Arbitrator's decision is final and binding
● Costs: Each party bears its own costs unless otherwise awarded by arbitrator

22.4 Class Action Waiver
YOU AGREE TO RESOLVE DISPUTES WITH QUANTAIVE ON AN INDIVIDUAL BASIS ONLY, AND NOT AS PART OF ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

You waive any right to:

● Participate in class action lawsuits
● Participate in class-wide arbitration
● Consolidate claims with other parties
● Bring representative actions on behalf of others

22.5 Exceptions to Arbitration
Either party may seek injunctive or equitable relief in court to:

● Protect intellectual property rights
● Enforce confidentiality obligations
● Prevent irreparable harm
● Collect unpaid fees

22.6 Opt-Out
You may opt out of this arbitration agreement by sending written notice to legal@quantaive.com within thirty (30) days of first accepting these Terms. The notice must include your name, address, and a clear statement that you wish to opt out of the arbitration agreement.

23.1 Governing Law
These Terms and any disputes arising from or relating to these Terms or our Services shall be governed by and construed in accordance with the laws of the State of Georgia, United States, without regard to its conflict of law provisions.

23.2 Jurisdiction
To the extent arbitration does not apply, you agree that any legal action or proceeding shall be brought exclusively in the state or federal courts located in Fulton County, Georgia, and you consent to the personal jurisdiction of such courts.

23.3 Waiver of Jury Trial
To the extent permitted by law, both parties waive any right to a jury trial in any legal proceeding arising out of or relating to these Terms or our Services.

24.1 Force Majeure Events
Neither party shall be liable for any failure to perform or delay in performance due to circumstances beyond its reasonable control, including but not limited to:

● Acts of God (earthquakes, floods, fires, storms, etc.)
● War, terrorism, riots, or civil unrest
● Government actions, embargoes, or sanctions
● Pandemics, epidemics, or public health emergencies
● Labor disputes or strikes
● Internet outages or telecommunications failures
● Power outages or utility failures
● Supplier or vendor failures
● Natural disasters
● Any other event beyond reasonable control

24.2 Notice and Mitigation
The affected party shall:

● Promptly notify the other party of the force majeure event
● Use commercially reasonable efforts to mitigate the effects
● Resume performance as soon as reasonably possible

24.3 Termination
If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Client Agreement without liability.

25.1 Your Compliance Obligations
You are solely responsible for ensuring your use of our Services complies with all applicable laws, regulations, and industry standards, including but not limited to:

● Data Protection: GDPR, CCPA, and other privacy laws
● Marketing Communications: CAN-SPAM Act, TCPA, CASL
● Industry Regulations: HIPAA, FINRA, FTC regulations, etc.
● Accessibility: ADA, WCAG standards
● Consumer Protection: FTC Act, state consumer protection laws
● Intellectual Property: Copyright, trademark, and patent laws
● Export Controls: ITAR, EAR, and sanctions regulations

25.2 Prohibited Uses
You may not use our Services for any illegal or prohibited purpose, including but not limited to:

● Sending unsolicited commercial emails (spam)
● Making unsolicited telemarketing calls
● Collecting personal information without consent
● Violating consumer protection laws
● Infringing on intellectual property rights
● Engaging in deceptive or fraudulent practices

25.3 Our Compliance
Quantaive will comply with applicable laws in providing Services to you. However, you acknowledge that compliance with industry-specific regulations (such as HIPAA) may require additional agreements, configurations, or fees.

26.1 Entire Agreement
These Terms, together with any Client Agreements, our Privacy Policy, Cookie Policy, and any other policies referenced herein, constitute the entire agreement between you and Quantaive regarding our Services and supersede all prior agreements, understandings, and communications.

26.2 Amendments
We may modify these Terms at any time by posting updated Terms on our website. Material changes will be communicated by email or prominent notice on our Site. Your continued use of Services after changes are posted constitutes acceptance of the modified Terms.

26.3 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

26.4 Waiver
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver must be in writing and signed by an authorized representative of Quantaive.

26.5 Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction, including to any affiliate or in connection with a merger, acquisition, or sale of assets.

26.6 No Third-Party Beneficiaries
These Terms are for the benefit of you and Quantaive only and do not create any third-party beneficiary rights.

26.7 Relationship of Parties
The relationship between you and Quantaive is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

26.8 Notices
Notices to you may be sent to the email address you provided and will be deemed delivered when sent. Notices to us should be sent to:

Legal Department
Quantaive
Email: legal@quantaive.com

26.9 Language
These Terms are written in English. Any translations are provided for convenience only. In the event of any conflict, the English version shall prevail.

26.10 Headings
Section headings are for convenience only and do not affect the interpretation of these Terms.

26.11 Survival
Provisions that by their nature should survive termination will survive, including but not limited to: ownership provisions, warranty disclaimers, indemnification, limitations of liability, dispute resolution, and general provisions.

Questions About These Terms?
If you have questions or concerns about these Terms of Service, please contact us:

Email: legal@quantaive.com
Phone: (123) 456-7890
Website: www.quantaive.com

For General Inquiries:
Email: info@quantaive.com

For Billing Questions:
Email: billing@quantaive.com

For Technical Support:
Email: support@quantaive.com