Terms of Service

1. Acceptance of Terms

Welcome to QuantumStack Advisors. By accessing, browsing, or using our website (the "Site") and by engaging our services, you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms") in their entirety. These Terms constitute a legally binding agreement between you and QuantumStack Advisors ("Company," "we," "us," or "our"), a business entity located at 140 E Professional Park Ct, Bowling Green, KY 42104.

If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to "you" or "Client" shall include that entity. If you do not agree to these Terms, you must not access or use our Site or services.

We reserve the right to modify, amend, or update these Terms at any time without prior notice. Any changes will be effective immediately upon posting on this page. Your continued use of the Site or services after any modifications constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically for updates.

2. Description of Services

QuantumStack Advisors provides IT infrastructure analysis and assessment services. Our services are purely advisory in nature and are designed to help organizations understand, evaluate, and optimize their existing technology environments. Our service offerings include, but are not limited to:

• Comprehensive analysis of existing IT systems including hardware, software, networking equipment, cloud services, and associated infrastructure components
• Evaluation and review of technologies currently deployed within your organization, including software platforms, communication tools, database systems, and cloud architectures
• Preparation and delivery of detailed written recommendations, strategic roadmaps, executive summaries, and advisory reports aimed at improving efficiency, performance, security, and cost-effectiveness of your IT infrastructure
• Assessment of current security posture, compliance readiness, disaster recovery planning, and business continuity considerations
• Vendor-neutral evaluation of third-party software, platforms, and service providers currently in use or under consideration

2.1 Scope Limitations

It is important to understand that our services are strictly advisory. QuantumStack Advisors does not provide software development, system administration, network management, implementation services, or direct management of client IT infrastructure. We do not install, configure, maintain, repair, or operate any systems on behalf of our clients. Our role is limited to analysis, evaluation, and the delivery of recommendations.

Any implementation of our recommendations is the sole responsibility of the Client and/or their chosen implementation partners. QuantumStack Advisors bears no responsibility for the outcome of implementing any recommendations contained in our advisory reports.

3. Engagement Process

Each advisory engagement with QuantumStack Advisors follows a structured process. Upon initial contact, we conduct a discovery session to understand the scope and objectives of the engagement. Following the discovery session, we provide a detailed proposal outlining the scope of work, timeline, deliverables, and fees.

Engagement formally begins upon the Client's written acceptance of the proposal (via email or signed agreement) and receipt of any required upfront payment. Throughout the engagement, we may request access to documentation, system configurations, architecture diagrams, and other materials necessary to perform our assessment. The Client agrees to provide such information in a timely manner.

Upon completion of our analysis, we deliver the agreed-upon deliverables, which typically include a comprehensive advisory report and a presentation or review session. Follow-up sessions may be included depending on the service package selected.

4. Client Obligations

To enable QuantumStack Advisors to perform its services effectively, the Client agrees to:

• Provide accurate, complete, and timely information, documentation, and access to systems as reasonably requested during the engagement
• Designate a primary point of contact who has the authority to make decisions related to the engagement and who will be available for scheduled meetings and communications
• Review and respond to deliverables, questions, and requests for clarification within a reasonable timeframe to avoid delays in the engagement timeline
• Ensure that any information shared with QuantumStack Advisors does not violate any third-party intellectual property rights, confidentiality agreements, or applicable laws
• Make all payments in accordance with the agreed-upon payment schedule

Failure to meet these obligations may result in delays to the engagement timeline, and QuantumStack Advisors shall not be held responsible for any consequences arising from the Client's failure to fulfill its obligations.

5. Fees and Payment

All fees for our services are outlined in the engagement proposal provided to the Client prior to the commencement of work. Fees are quoted in United States Dollars (USD) and are exclusive of any applicable taxes, which are the responsibility of the Client.

Payment terms are specified in the engagement proposal and may include an upfront deposit, milestone-based payments, or payment upon delivery, depending on the scope and nature of the engagement. Invoices are due upon receipt unless otherwise specified. Late payments may be subject to a late fee of 1.5% per month on the outstanding balance.

QuantumStack Advisors reserves the right to suspend or terminate services if payment is not received within the agreed-upon terms. In the event of a dispute regarding fees, the Client must notify us in writing within fifteen (15) days of receiving the invoice in question.

6. Intellectual Property

All reports, recommendations, analyses, methodologies, frameworks, templates, and other materials produced by QuantumStack Advisors during an engagement ("Deliverables") remain the intellectual property of QuantumStack Advisors unless expressly stated otherwise in a written agreement.

Upon full payment, the Client is granted a non-exclusive, non-transferable license to use the Deliverables solely for the Client's internal business purposes. The Client may not resell, distribute, publish, sublicense, or share the Deliverables with any third party without prior written consent from QuantumStack Advisors.

QuantumStack Advisors retains the right to use anonymized and aggregated data, insights, and methodologies derived from engagements for purposes of improving its services, developing benchmarks, and advancing its advisory capabilities.

7. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information disclosed during the engagement. This includes, but is not limited to, business strategies, financial data, system architectures, security configurations, employee information, and any other information identified as confidential or that a reasonable person would consider confidential given the nature of the information.

Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law, regulation, or court order. Upon termination or completion of the engagement, each party shall return or destroy all confidential information in its possession, upon request.

These confidentiality obligations survive the termination of the engagement for a period of three (3) years from the date of disclosure.

8. Limitation of Liability

To the maximum extent permitted by applicable law, QuantumStack Advisors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunity, arising out of or in connection with our services or these Terms, regardless of the theory of liability.

Our total aggregate liability arising out of or related to any engagement shall not exceed the total fees actually paid by the Client for the specific engagement giving rise to the claim. This limitation applies regardless of whether the claim is based on contract, tort, strict liability, or any other legal theory.

QuantumStack Advisors provides its advisory services on an "as-is" basis. We do not guarantee specific outcomes, cost savings, performance improvements, or any other particular results from the implementation of our recommendations. Our services are advisory in nature, and the ultimate decision to implement any recommendation rests solely with the Client.

9. Warranties Disclaimer

QuantumStack Advisors warrants that its services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Except for this express warranty, all services and materials are provided "as is" without warranty of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that our recommendations will produce specific results, that our analyses are free from errors or omissions, or that following our recommendations will eliminate all risks or vulnerabilities in the Client's IT infrastructure. Technology environments are inherently complex and dynamic, and our assessments represent a point-in-time analysis based on the information available to us during the engagement.

10. Termination

Either party may terminate an engagement by providing written notice to the other party. In the event of termination by the Client before the completion of the engagement, the Client shall be responsible for payment of all fees for work completed up to the date of termination, as well as any non-refundable expenses incurred by QuantumStack Advisors.

QuantumStack Advisors reserves the right to terminate an engagement immediately if the Client breaches any material term of these Terms, fails to make payments when due, provides false or misleading information, or engages in conduct that materially impedes our ability to perform the services.

Sections related to intellectual property, confidentiality, limitation of liability, and dispute resolution shall survive termination of the engagement.

11. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the services provided by QuantumStack Advisors shall first be addressed through good-faith negotiations between the parties. If the parties are unable to resolve the dispute within thirty (30) days of the initial written notice, either party may pursue resolution through binding arbitration in accordance with the rules of the American Arbitration Association.

Arbitration shall take place in Bowling Green, Kentucky, and shall be conducted in the English language. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction. Each party shall bear its own costs and expenses in connection with the arbitration, unless the arbitrator determines otherwise.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States of America, without regard to its conflict of law principles. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Warren County, Kentucky.

13. Indemnification

The Client agrees to indemnify, defend, and hold harmless QuantumStack Advisors, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or relating to: (a) the Client's use of our services or recommendations; (b) the Client's breach of these Terms; (c) any violation of applicable law by the Client; or (d) any third-party claims arising from the Client's implementation of our recommendations.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, acts of war or terrorism, epidemics or pandemics, government regulations or orders, power failures, telecommunications disruptions, or other events of force majeure. The affected party shall promptly notify the other party and make reasonable efforts to mitigate the impact.

15. Miscellaneous

These Terms, together with any engagement proposal or agreement executed between the parties, constitute the entire agreement between QuantumStack Advisors and the Client with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements, representations, and understandings.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

These Terms may not be assigned or transferred by the Client without the prior written consent of QuantumStack Advisors. QuantumStack Advisors may assign its rights and obligations under these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.