Terms of Service

1. Agreement to Terms

Welcome to SemiQuantum. These Terms of Service ("Terms") govern your use of our website located at semiquantum.live (the "Website") and the services we provide (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services. We reserve the right to modify these Terms at any time, and your continued use of the Services constitutes acceptance of any modifications.

2. Services Overview

SemiQuantum provides digital transformation and AI-powered solutions, including but not limited to:

• Website development and design
• Mobile application development
• AI automation and integration
• Chatbot development and deployment
• AI content generation solutions
• Social media management and marketing
• Brand promotion and digital strategy
• Business automation tools
• Custom software development
• Consulting and advisory services

The specific scope, deliverables, timeline, and pricing for any project will be defined in a separate agreement or statement of work.

3. Eligibility

By using our Services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into binding contracts
• You are not prohibited from using our Services under applicable laws
• All information you provide to us is accurate, current, and complete
• You have the authority to represent your organization (if applicable)

4. User Accounts and Registration

4.1 Account Creation

Certain features of our Services may require you to create an account. When creating an account, you agree to:

• Provide accurate and complete information
• Maintain the security of your account credentials
• Notify us immediately of any unauthorized access
• Accept responsibility for all activities under your account
• Update your information to keep it accurate and current

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials. We are not liable for any loss or damage arising from your failure to protect your account information.

5. Service Agreements and Contracts

5.1 Project Proposals

All projects begin with a detailed proposal outlining scope, deliverables, timeline, and pricing. The proposal becomes binding upon your written acceptance (email or signed document).

5.2 Statement of Work (SOW)

For larger projects, we may execute a formal Statement of Work that includes:

• Detailed project specifications
• Milestones and deliverables
• Timeline and schedule
• Payment terms and schedule
• Acceptance criteria
• Change management procedures

5.3 Modifications and Change Orders

Any changes to the agreed scope of work must be documented in writing and may result in adjusted timelines and pricing. We will provide estimates for change requests before proceeding with the work.

6. Payment Terms

6.1 Pricing and Fees

Service fees are specified in your project proposal or SOW. All prices are quoted in USD unless otherwise stated. Pricing is subject to change with 30 days' notice for ongoing services.

6.2 Payment Schedule

Unless otherwise agreed in writing, our standard payment terms are:

• Deposit: 50% upfront payment before work begins
• Milestone Payments: Payments due upon completion of specified milestones
• Final Payment: Remaining balance due upon project completion
• Monthly Retainers: Due on the 1st of each month for ongoing services

6.3 Late Payments

Invoices are due within 15 days of invoice date unless otherwise specified. Late payments may incur a 2% monthly interest charge and may result in suspension of services until payment is received.

6.4 Refunds

Deposits and payments for completed work are non-refundable. If you cancel a project before completion, you will be billed for work completed to date plus any third-party costs incurred.

7. Intellectual Property Rights

7.1 Client-Provided Materials

You retain ownership of all materials, content, and intellectual property you provide to us. By providing these materials, you grant us a license to use them solely for the purpose of completing your project.

7.2 Deliverables and Work Product

Upon full payment of all fees, you receive ownership of the final deliverables created specifically for you. This includes:

• Custom designs and graphics
• Website code and functionality
• Application source code (if specified in agreement)
• Content created for your project

7.3 SemiQuantum Intellectual Property

We retain ownership of:

• Pre-existing tools, frameworks, and code libraries
• Methodologies and processes
• Templates and reusable components
• General knowledge and expertise

You receive a license to use these components as part of your project, but not to extract, reuse, or redistribute them separately.

7.4 Third-Party Components

Projects may include third-party software, libraries, or services subject to their own licenses. You are responsible for complying with such licenses.

7.5 Portfolio Use

Unless otherwise agreed in writing, we reserve the right to showcase your project in our portfolio, case studies, and marketing materials. We will not disclose confidential business information without your permission.

8. Client Responsibilities

To ensure successful project completion, you agree to:

• Provide timely feedback and approvals (typically within 5 business days)
• Supply all necessary materials, content, and access credentials
• Designate a primary point of contact for project communications
• Provide accurate and complete information about your requirements
• Ensure you have rights to all materials you provide
• Make timely payments according to the agreed schedule
• Review and test deliverables promptly

Delays caused by failure to meet these responsibilities may result in project timeline extensions and additional charges.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• Services will be performed with reasonable care and skill
• Deliverables will substantially conform to agreed specifications
• We have the right to provide the Services
• We will not knowingly include malicious code in deliverables

9.2 Bug Fixes and Support

For 30 days after project completion, we will fix bugs and errors in our work at no additional charge. After this period, support and maintenance are available under a separate agreement.

9.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that:

• Services will be uninterrupted or error-free
• Results will meet your specific business objectives
• All defects will be corrected
• The Website or Services will be secure or free from viruses

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEMIQUANTUM SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR USE
• BUSINESS INTERRUPTION OR DOWNTIME
• COSTS OF SUBSTITUTE SERVICES

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

These limitations apply 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.

11. Confidentiality

11.1 Confidential Information

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the engagement, including:

• Business strategies and plans
• Technical information and trade secrets
• Financial information
• Customer and user data
• Any information marked as confidential

11.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed by law or court order

12. Termination

12.1 Termination by You

You may terminate a project at any time by providing written notice. You will be responsible for payment of all work completed to date, plus any non-refundable costs incurred.

12.2 Termination by Us

We may terminate our agreement with you if:

• You fail to make timely payments
• You breach these Terms
• You provide false or misleading information
• You engage in abusive or inappropriate behavior toward our team
• Continuing the project is not feasible due to your actions or inactions

12.3 Effect of Termination

Upon termination:

• All outstanding payments become immediately due
• We will deliver work completed to date upon receipt of final payment
• We may retain your deposit and/or charge for work performed
• Each party will return or destroy confidential information

13. Indemnification

You agree to indemnify, defend, and hold harmless SemiQuantum, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your breach of these Terms
• Your violation of any law or third-party rights
• Content or materials you provide to us
• Your use of our deliverables in a manner not authorized
• Claims that your materials infringe third-party rights

14. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond reasonable control, including but not limited to:

• Natural disasters
• War, terrorism, or civil unrest
• Government actions or regulations
• Labor disputes or strikes
• Internet or telecommunications failures
• Pandemics or public health emergencies

15. Dispute Resolution

15.1 Negotiation

In the event of any dispute, the parties agree to first attempt to resolve the matter through good faith negotiations.

15.2 Mediation

If negotiations fail, the parties agree to participate in mediation before pursuing other legal remedies.

15.3 Arbitration

Any disputes not resolved through negotiation or mediation shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

15.4 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which SemiQuantum operates, without regard to conflict of law principles.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any project-specific agreements, constitute the entire agreement between you and SemiQuantum and supersede all prior agreements and understandings.

16.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated to active clients. Your continued use of our Services after changes constitutes acceptance.

16.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

16.4 No Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

16.5 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign our rights and obligations without restriction.

16.6 Independent Contractors

The relationship between you and SemiQuantum is that of independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship.

17. Contact Information

If you have questions about these Terms of Service, please contact us: