Terms of Service

1. ACCEPTANCE OF TERMS

By accessing and using the services provided by Five Quantum Bits, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. These Terms apply to all visitors, users, and others who access or use our services.

We reserve the right to update or modify these Terms at any time without prior notice. Your continued use of the services after any such changes constitutes your acceptance of the new Terms.

2. DESCRIPTION OF SERVICES

Five Quantum Bits provides software development, IT consulting, web design, and related technology services ("Services"). The specific scope of Services will be defined in separate agreements, proposals, or statements of work.

We reserve the right to modify, suspend, or discontinue any part of our Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

3. USER ACCOUNTS AND REGISTRATION

Certain features of our Services may require you to create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your account credentials
• Immediately notify us of any unauthorized use of your account
• Accept responsibility for all activities that occur under your account

We reserve the right to suspend or terminate your account if any information provided is inaccurate, false, or violates these Terms.

4. USER CONDUCT AND RESPONSIBILITIES

You agree not to:

• Use the Services for any illegal purpose or in violation of any local, state, national, or international law
• Violate or infringe upon the intellectual property rights of others
• Upload or transmit viruses, malware, or any other malicious code
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the Services or servers connected to the Services
• Impersonate any person or entity or falsely state or misrepresent your affiliation
• Collect or harvest any personally identifiable information from the Services
• Use automated systems or software to extract data from our Services
• Use the Services to send spam, junk mail, or unsolicited communications

Violation of these rules may result in immediate termination of your account and legal action.

5. INTELLECTUAL PROPERTY RIGHTS

Our Intellectual Property

All content, features, and functionality of the Services, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the compilation thereof (collectively, "Content"), are the exclusive property of Five Quantum Bits or its licensors and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

License to Use Services

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your personal or internal business purposes.

Client Content and Materials

You retain all rights to any content, materials, or information you provide to us ("Client Content"). By providing Client Content, you grant us a limited license to use, reproduce, and modify such content solely for the purpose of providing the Services.

Work Product Ownership

Ownership of work product, deliverables, and custom developments will be governed by separate written agreements or statements of work. Unless otherwise agreed in writing, we retain ownership of all pre-existing intellectual property, tools, frameworks, and methodologies.

6. PAYMENT TERMS

Fees for our Services will be specified in separate proposals, contracts, or statements of work. Unless otherwise stated:

• All fees are in USD (or other agreed currency) and are exclusive of applicable taxes
• Payment is due within 30 days of invoice date unless otherwise agreed
• Late payments may incur interest charges at the rate of 1.5% per month (or the maximum allowed by law)
• You are responsible for all taxes associated with the Services, except for taxes based on our net income
• All fees are non-refundable unless otherwise specified in writing

We reserve the right to suspend or terminate Services for non-payment. You remain liable for all fees incurred prior to termination.

7. CONFIDENTIALITY

"Confidential Information" means any information disclosed by either party that is marked as confidential or would reasonably be considered confidential under the circumstances.

Both parties agree to:

• Protect Confidential Information using the same degree of care used to protect their own confidential information
• Not disclose Confidential Information to third parties without prior written consent
• Use Confidential Information only for purposes of the Services
• Return or destroy Confidential Information upon request or termination of Services

Confidential Information does not include information that: (a) is publicly available; (b) was known prior to disclosure; (c) is independently developed; or (d) is disclosed by a third party without restriction.

8. WARRANTIES AND DISCLAIMERS

Our Warranties

We warrant that we will perform the Services in a professional and workmanlike manner consistent with industry standards. Specific warranties regarding deliverables will be outlined in separate agreements.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF CONTENT, SOFTWARE, TEXT, GRAPHICS, OR COMMUNICATIONS PROVIDED THROUGH THE SERVICES.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Five Quantum Bits, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Services
• Any conduct or content of any third party on the Services
• Any content obtained from the Services
• Unauthorized access, use, or alteration of your transmissions or content

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Five Quantum Bits, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.

11. TERM AND TERMINATION

Term

These Terms commence when you first access or use the Services and continue until terminated by either party.

Termination by You

You may terminate these Terms at any time by discontinuing use of the Services and, if applicable, closing your account.

Termination by Us

We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice, effective immediately. Reasons for termination may include, but are not limited to:

• Breach of these Terms
• Request by law enforcement or government agencies
• Discontinuance or material modification to the Services
• Unexpected technical or security issues
• Extended periods of inactivity
• Non-payment of fees

Effect of Termination

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12. DISPUTE RESOLUTION

Informal Dispute Resolution

Before filing a claim, you agree to contact us at pavel@fiveqb.com and attempt to resolve the dispute informally. We will attempt to resolve the dispute informally by contacting you via email.

Arbitration Agreement

If informal resolution fails, you and Five Quantum Bits agree that any dispute arising out of or relating to these Terms or the Services will be resolved through binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.

Class Action Waiver

YOU AND Five Quantum Bits AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

13. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Five Quantum Bits operates, without regard to its conflict of law provisions.

You agree to submit to the personal and exclusive jurisdiction of the courts located within the jurisdiction where Five Quantum Bits operates for the resolution of any disputes.

14. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

15. EXPORT COMPLIANCE

You may not use, export, re-export, import, or transfer the Services except as authorized by applicable law. You represent and warrant that you are not located in a country subject to a government embargo or designated as a "terrorist supporting" country, and that you are not listed on any government list of prohibited or restricted parties.

16. THIRD-PARTY SERVICES AND LINKS

Our Services may contain links to third-party websites or services that are not owned or controlled by Five Quantum Bits. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services.

You acknowledge and agree that Five Quantum Bits shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such third-party websites or services.

17. DATA PROTECTION AND PRIVACY

Your use of our Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our practices regarding the collection, use, and disclosure of your personal information.

By using the Services, you consent to the collection and use of information as described in our Privacy Policy.

18. GENERAL PROVISIONS

Entire Agreement

These Terms, together with any separate written agreements for specific Services, constitute the entire agreement between you and Five Quantum Bits regarding the Services and supersede all prior agreements and understandings.

Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Assignment

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without our prior written consent. We may assign these Terms at any time without notice to you.

Headings

The headings in these Terms are for convenience only and have no legal or contractual effect.

Language

These Terms may be translated into other languages. In the event of any conflict between the English version and any translation, the English version shall prevail.

19. CONTACT INFORMATION

For questions about these Terms or the Services, please contact us:

Five Quantum Bits

Email: pavel@fiveqb.com

Phone: 1 (206) 235-4955

Mailing Address: 600 University St Suite 177 Seattle, WA 98101

20. ACKNOWLEDGMENT

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.