Terms of Service

These Terms of Service (“Terms”) govern access to and use of the software platform, data services, and related offerings provided by Quantum Data Technologies (“QDT,” “we,” “us,” or “our”). By accessing or using the Services, you (“Customer” or “you”) agree to these Terms.
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1. Scope of Services
QDT provides enterprise software tools for quantitative data aggregation, analytics, forecasting, and simulation (“Services”).
Software Tools: QDT provides computational infrastructure and informational outputs only.
Professional Services: QDT may provide optional onboarding, training, and data science consulting. These services are advisory; the Customer retains full responsibility for all interpretation, decision-making, and execution.
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2. Deployment Models
Managed Cloud: QDT hosts the Services on QDT-managed infrastructure. Access is subject to compute and storage limits defined in the applicable Order Form.
On-Premise (In-Tenant): Software is installed within the Customer’s cloud environment (Azure, AWS, or GCP).
Customer Responsibility: Customer is solely responsible for all infrastructure costs, security protocols, and maintenance of their environment.
Updates: QDT provides software updates, which typically require manual implementation in On-Premise environments. QDT will assist in managing these updates, but final execution resides with the Customer.
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3. No Financial, Investment, or Trading Advice
The Services are a technological tool and do not provide financial advice, investment advice, trading recommendations, or execution services.
Outputs are mathematical signals and data-driven insights, not buy/sell recommendations.
QDT does not act as a fiduciary, advisor, broker, or agent.
All decisions made using the Services are solely the Customer’s responsibility.
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4. Decision Authority and Responsibility
The Customer:
Owns all decisions and actions taken using the Services.
Is responsible for validating outputs against internal knowledge and constraints.
Assumes all risk associated with reliance on analytical or probabilistic outputs.
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5. Data Sources and Reliability
QDT uses curated datasets and customer-provided data. No dataset is guaranteed to be complete or error-free. Outputs reflect statistical models and probabilistic methods, not certainties.
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5.1 Model Evolution and Drift
Customer acknowledges that machine learning models are dynamic. Predictive accuracy may fluctuate due to "model drift" or changes in external data environments. QDT does not guarantee that a model’s performance will remain identical in a production environment.
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6. Generative AI and Analytical Outputs
Certain features use Generative AI to synthesize or analyze data.
Outputs are analytical aids, not factual assertions.
QDT does not guarantee accuracy, completeness, or suitability for any specific decision.
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7. Free Trials and Proof of Concept (PoC)
Trials: Non-commercial, limited access, no performance guarantees.
PoCs: Fixed-scope, time-bound evaluations. PoCs do not guarantee future production results and are governed by separate pricing.
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8. Data Access and Licensing
Data Lake access is licensed for in-platform use only. Unauthorized redistribution, export, or external use is prohibited unless explicitly stated in an Order Form.
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9. Intellectual Property
QDT Property: All QDT software, Managed Cloud orchestration, models, and methodologies are owned by QDT.
Customer Property: Customers retain ownership of their proprietary data and the specific model weights or parameters generated on the platform.

10. Acceptable Use and Prohibited Data
Customers agree not to reverse engineer the platform or use outputs for unlawful purposes.
Strict Prohibition: Customers are prohibited from uploading Personal Information (PII), Protected Health Information (PHI), or regulated financial identifiers (PCI).
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11. Limitation of Liability
To the maximum extent permitted by law:
QDT is not liable for indirect, incidental, or consequential damages.
QDT’s total liability shall not exceed fees paid in the prior 12 months.
QDT is not responsible for business decisions, trading losses, or security breaches in Customer-managed environments.
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12. Subscription Fees and Managed Cloud Usage
Fees: Billed in advance and non-refundable.
Compute Usage: For Managed Cloud deployments, additional costs apply for usage exceeding the limits defined in the Order Form. Unused compute resources do not roll over.
Cancellation: Requires thirty (30) days’ written notice. Cancellation is effective at the end of the current billing period.
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13. Confidentiality
Each party agrees to protect the other’s confidential information using reasonable safeguards.
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14. Governing Law
These Terms are governed by the laws of Canada, without regard to conflict-of-law principles.
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15. Entire Agreement
These Terms, together with applicable Order Forms and Statements of Work (SOW), constitute the entire agreement between the parties.

Exhibit A: Acceptable Use Policy (AUP)
This AUP governs the conduct of any user accessing the Quantum ML platform. QDT reserves the right to suspend or terminate access for any violation of these rules.
No Reverse Engineering: Users may not attempt to decompile, disassemble, or discover the source code or underlying algorithms of the Quantum ML platform.
System Integrity: Users may not engage in any activity that interferes with or disrupts the Services, including "denial of service" attacks or unauthorized "load testing" of QDT-managed infrastructure.
Automated Access: Use of "bots," "crawlers," or "scrapers" to extract data from the Quantum Data Lake or platform outputs is strictly prohibited without written authorization.
No High-Risk Reliance: The Services are provided for quantitative modeling and simulation. Users may not use the platform for high-risk autonomous decision-making in life-critical systems, medical diagnostics, or automated legal adjudications.
Prohibited Content: Users may not upload or process data that is defamatory, unlawful, or infringing on third-party intellectual property rights.

Exhibit B: Security and Technical Safeguards
This Exhibit outlines the security measures QDT employs to protect the Managed Cloud environment. (Note: These measures apply only to QDT-managed environments; for On-Premise deployments, the Customer assumes responsibility for all infrastructure security).
Encryption: Data is encrypted at rest using AES-256 and in transit using TLS 1.2 or higher.
Access Control: QDT utilizes the principle of "Least Privilege." Only authorized QDT personnel have access to the administrative layer of the Managed Cloud, and such access is logged and audited.
Data Isolation: QDT employs logical multi-tenant isolation to ensure that one Customer’s data cannot be accessed by another Customer.
Vulnerability Management: QDT performs regular vulnerability scanning and security patching of its Managed Cloud infrastructure.
Incident Response: In the event of a confirmed security breach, QDT will notify affected Customers in accordance with the timelines established in the Data Processing Addendum (DPA).

Addendum C: Data Processing Addendum (DPA)
This DPA applies to the extent that QDT processes any quantitative data on behalf of the Customer that is subject to data protection laws.
1. Roles and Scope
Customer as Controller: The Customer determines the purpose and means of data processing.
QDT as Processor: QDT processes data only upon the Customer’s instructions and as described in the Terms of Service.
2. Data Transfers
Location: The Customer acknowledges that QDT stores and processes data in Microsoft Azure (United States).
Legal Basis: Both parties agree to abide by Standard Contractual Clauses (SCCs) or other valid cross-border transfer mechanisms where required by law (e.g., PIPEDA, GDPR, or CCPA).
3. Sub-processing The Customer provides general authorization for QDT to engage sub-processors (such as Microsoft Azure). QDT maintains a list of sub-processors and will notify the Customer of any material changes.
4. Data Breach Notification QDT shall notify the Customer without undue delay, and in no event later than 72 hours, after becoming aware of a confirmed data breach within the Managed Cloud environment.
5. Assistance and Deletion Upon termination of the Services, QDT shall delete or return all Customer Data in its possession, unless required by law to retain it.