Payment terms are specified in the applicable SOW and may include fixed-price, time-and-materials, or hybrid arrangements:

• Invoices are issued according to the billing schedule in the SOW (e.g., milestone-based, monthly, upon completion).
• Payment is due within thirty (30) days of invoice date unless otherwise specified in writing.
• Late payments accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower).
• We reserve the right to suspend work on any project with outstanding invoices exceeding thirty (30) days past due.
• All fees are exclusive of applicable taxes, which are the responsibility of the client unless a valid exemption certificate is provided.

Ownership of work product depends on the nature of the engagement and payment status:

• Custom Work Product: Upon full payment, client receives ownership of all deliverables created specifically for client under the SOW, excluding Pre-existing IP.
• Pre-existing IP: QUANTERON LLC retains ownership of all tools, libraries, frameworks, methodologies, and materials that existed before the engagement or were developed independently.
• License Grant: Client receives a perpetual, non-exclusive, royalty-free license to use any Pre-existing IP incorporated into deliverables.
• Open Source: Any open-source components are subject to their respective licenses, which client agrees to comply with.
• Portfolio Rights: With client consent, QUANTERON LLC may reference non-confidential project outcomes for marketing and portfolio purposes.

Both parties agree to protect confidential information disclosed during the engagement:

• Confidential Information includes all non-public business, technical, and financial information disclosed by either party.
• Each party will use at least the same degree of care to protect the other's confidential information as it uses for its own, but no less than reasonable care.
• Confidential information may only be disclosed to employees and subcontractors with a need to know who are bound by confidentiality obligations.
• Confidentiality obligations survive termination for five (5) years, except for trade secrets which remain protected indefinitely.
• Obligations do not apply to information that is publicly available, independently developed, rightfully received from third parties, or required to be disclosed by law.

Except as expressly stated in a signed agreement:

• Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied.
• QUANTERON LLC disclaims all implied warranties including merchantability, fitness for a particular purpose, and non-infringement.
• We do not warrant that services will be uninterrupted, error-free, or that defects will be corrected.
• Any statements about expected results are estimates only and do not constitute guarantees of performance.

To the maximum extent permitted by applicable law:

• QUANTERON LLC's total liability for any claims arising from or related to the services is limited to the fees actually paid by client for the specific SOW giving rise to the claim.
• Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption.
• These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if advised of the possibility of such damages.
• Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability; in such cases, liability is limited to the minimum extent permitted by law.

These terms remain in effect until terminated:

• Either party may terminate an SOW for convenience with thirty (30) days written notice.
• Either party may terminate immediately for material breach that remains uncured fifteen (15) days after written notice.
• Upon termination, client pays for all work completed through the termination date plus any non-cancelable commitments.
• QUANTERON LLC will provide reasonable transition assistance (up to two weeks) at standard rates upon request.
• Provisions regarding intellectual property, confidentiality, limitation of liability, and payment obligations survive termination.

Additional Terms

Additional terms that apply to our relationship:

• Entire Agreement: These terms, together with any signed SOW or MSA, constitute the entire agreement and supersede all prior understandings.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force and effect.
• Waiver: Failure to enforce any right does not waive that right or any other right.
• Assignment: Neither party may assign these terms without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Independent Contractors: The parties are independent contractors; nothing creates a partnership, joint venture, or employment relationship.
• Notices: All legal notices must be in writing and sent to the addresses specified in the SOW or these terms.