Terms of Service

Welcome to QED Logic LLC. These Terms of Service govern your use of our website and services. By accessing or using our services, you agree to be bound by these terms. If you do not agree with any part of these terms, please do not use our services.

1. Acceptance of Terms

By accessing and using the services provided by QED Logic LLC, you accept and agree to be bound by the terms and provisions of this agreement. These terms apply to all visitors, users, and others who access or use our services.

2. Description of Services

QED Logic LLC provides professional computer systems design and related technical services, including but not limited to:

• Computer integrated systems design and implementation
• Custom software development
• Cloud integration and migration services
• Technical consulting and advisory services
• Legacy system modernization
• System architecture and design

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time without prior notice.

3. Service Agreements

3.1 Engagement Terms

Specific terms for professional services will be outlined in individual service agreements or statements of work. These documents will detail project scope, deliverables, timelines, and compensation.

3.2 Client Responsibilities

Clients agree to:

• Provide accurate and complete information necessary for service delivery
• Grant timely access to required systems, data, and personnel
• Respond to requests for information or decisions in a timely manner
• Comply with all applicable laws and regulations
• Maintain confidentiality of any proprietary information shared

4. Intellectual Property Rights

4.1 Our Intellectual Property

All content, materials, and intellectual property on our website and in our services, including but not limited to text, graphics, logos, software, and methodologies, are the property of QED Logic LLC or our licensors and are protected by copyright, trademark, and other intellectual property laws.

4.2 Client Intellectual Property

Clients retain ownership of their pre-existing intellectual property. Work product created specifically for clients under a service agreement will be addressed in the individual contract.

4.3 License Grant

Upon full payment for services rendered, clients receive the licenses specified in their service agreement for the use of deliverables created for them.

5. Payment Terms

Payment terms will be specified in individual service agreements. General terms include:

• Invoices are due within 30 days of issuance unless otherwise specified
• Late payments may incur interest charges at the rate of 1.5% per month
• Services may be suspended for accounts with overdue balances
• Clients are responsible for all costs of collection, including attorney fees

6. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the business relationship. This obligation survives the termination of any service agreement.

Confidential information does not include information that:

• Is or becomes publicly available through no breach of this agreement
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law or court order

7. Warranties and Disclaimers

7.1 Service Warranty

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. Any warranty claims must be made within 30 days of service delivery.

7.2 Disclaimer

8. Limitation of Liability

To the maximum extent permitted by law:

• QED Logic LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages
• Our total liability for any claim arising from services provided shall not exceed the amount paid by the client for those specific services
• We are not liable for delays or failures in performance resulting from causes beyond our reasonable control

9. Indemnification

Clients agree to indemnify and hold harmless QED Logic LLC, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses arising from:

• Client's use of our services
• Client's violation of these terms
• Client's violation of any rights of another party
• Client's provision of inaccurate or incomplete information

10. Termination

10.1 Termination by Either Party

Either party may terminate a service agreement with written notice as specified in the individual contract. Termination does not relieve the client of payment obligations for services already rendered.

10.2 Termination for Cause

We reserve the right to terminate services immediately if a client:

• Breaches any material term of the agreement
• Fails to make timely payments
• Engages in illegal or unethical conduct
• Provides false or misleading information

11. Data Protection and Privacy

Our collection, use, and protection of personal information is governed by our Privacy Policy. By using our services, you consent to our data practices as described in the Privacy Policy.

12. Compliance with Laws

Both parties agree to comply with all applicable federal, state, and local laws and regulations in connection with the services provided. This includes but is not limited to data protection laws, export control regulations, and industry-specific compliance requirements.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their 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.

14. Independent Contractor

QED Logic LLC operates as an independent contractor. Nothing in these terms or any service agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

15. Assignment

Clients may not assign or transfer their rights or obligations under any service agreement without our prior written consent. We may assign our rights and obligations to any successor entity in the event of a merger, acquisition, or sale of assets.

16. Entire Agreement

These Terms of Service, together with any applicable service agreements and our Privacy Policy, constitute the entire agreement between you and QED Logic LLC regarding the use of our services and supersede all prior agreements and understandings.

17. Amendments

We reserve the right to modify these terms at any time. Changes will be effective immediately upon posting to our website. Your continued use of our services after changes are posted constitutes acceptance of the modified terms.

18. Severability

If any provision of these terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining terms remain in full force and effect.

19. Waiver

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

20. Governing Law and Jurisdiction

These terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. Any disputes arising from these terms or our services shall be subject to the exclusive jurisdiction of the courts located in Sacramento County, California.

21. Dispute Resolution

21.1 Negotiation

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

21.2 Mediation

If negotiation fails, the parties agree to attempt mediation before pursuing litigation. The mediation shall take place in Sacramento, California.

21.3 Litigation

If mediation is unsuccessful, either party may pursue litigation in accordance with the governing law and jurisdiction provisions above.

22. Contact Information

For questions about these Terms of Service, please contact us using the information below.