Terms & Conditions

Quantixx AI provides artificial intelligence consulting, development, and deployment services including but not limited to AI automation, smart marketing, search engine optimization, machine learning model training, and custom large language model development ("Services").

The specific scope, deliverables, timeline, and pricing for each engagement are defined in a separate Statement of Work ("SOW") or Master Service Agreement ("MSA") executed between Quantixx AI and the client.

By accessing our website or engaging our Services, you confirm that you are at least 18 years of age, have the authority to enter into a binding agreement on behalf of yourself or your organization, and have read, understood, and agree to these Terms.

• Invoicing: Invoices are issued monthly in advance for retainer engagements, or per the payment schedule specified in the SOW.
• Payment Due: Payment is due within 14 days of invoice date unless otherwise specified.
• Late Payments: Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower).
• Suspension: Quantixx AI reserves the right to suspend services for accounts more than 30 days overdue.
• Taxes: Fees do not include applicable taxes. Client is responsible for all taxes, duties, and levies.

Client IP: All data, materials, and pre-existing intellectual property provided by the client remain the sole property of the client.

Deliverables: Upon receipt of full payment, Quantixx AI assigns to the client all rights, title, and interest in custom deliverables developed specifically for the client under the applicable SOW.

Quantixx AI IP: Quantixx AI retains ownership of all pre-existing tools, frameworks, methodologies, know-how, and general AI/ML techniques. We retain a license to use non-identifiable, aggregated learnings to improve our services.

Open Source: Some components may incorporate open-source software. Use of such components is subject to the applicable open-source licenses.

Both parties agree to maintain the confidentiality of the other party's non-public, proprietary information disclosed during the engagement. This obligation survives termination of the agreement for a period of 3 years.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party; (c) is independently developed; or (d) is required to be disclosed by law.

Quantixx AI processes client data in accordance with our Privacy Policy and applicable data protection laws including GDPR (where applicable) and CCPA.

For engagements involving sensitive data (e.g., healthcare, financial), a Data Processing Agreement ("DPA") will be executed prior to commencement of work.

Quantixx AI implements industry-standard security controls and will promptly notify clients of any confirmed data breach affecting their information.

Quantixx AI warrants that: (a) it has the right to enter into this agreement; (b) the Services will be performed in a professional and workmanlike manner; (c) the Services will not infringe any third-party intellectual property rights.

THE SERVICES ARE PROVIDED "AS IS" TO THE EXTENT PERMITTED BY LAW. QUANTIXX AI DOES NOT WARRANT THAT AI SYSTEMS WILL BE ERROR-FREE, UNINTERRUPTED, OR ACHIEVE SPECIFIC BUSINESS OUTCOMES. AI MODEL OUTPUTS ARE PROBABILISTIC IN NATURE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUANTIXX AI'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL QUANTIXX AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Client agrees to indemnify, defend, and hold harmless Quantixx AI and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) client's use of the Services in violation of these Terms; (b) client's violation of any applicable law; or (c) client's infringement of any third-party rights.

Term: These Terms are effective from the date of engagement and continue until all SOWs are completed or terminated.

Termination for Convenience: Either party may terminate a monthly retainer with 30 days written notice. Project-based SOWs are not terminable for convenience unless otherwise specified.

Termination for Cause: Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within 14 days of written notice.

Effect of Termination: Upon termination, client shall pay all outstanding fees for work completed. Sections on IP, confidentiality, limitation of liability, and governing law survive termination.

These Terms are governed by the laws of the State of New York, United States, without regard to conflict of law principles.

Any disputes arising out of or related to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in New York City, New York.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction.

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, pandemics, government actions, or internet outages, provided the affected party gives prompt notice and uses reasonable efforts to mitigate the impact.

Quantixx AI reserves the right to modify these Terms at any time. Material changes will be communicated via email or website notice at least 30 days before taking effect. Continued use of our Services after the effective date constitutes acceptance of the updated Terms.

For questions about these Terms, contact us at:

• Email: info@quantixx.ai
• Address: Quantixx AI, Inc., 988 Burke Ave, Bronx, New York