Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") are a legal agreement between Qualtech, Inc. ("Qualtech," "we," "us") and the customer entity or individual ("you" or "Customer") who is using our enterprise SaaS platform for risk management and quality engineering ("Service"). By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are agreeing to these Terms on behalf of a company or organization, you represent and warrant that you have authority to bind that entity to these Terms.

These Terms, together with our Privacy Policy and any applicable Order Forms or Master Subscription Agreements between you and Qualtech, constitute the entire agreement governing your use of the Service. In the event of a conflict, the order of precedence is: (1) a signed Master Agreement, (2) Order Form, (3) these Terms, (4) Privacy Policy. If you do not agree to these Terms, you may not use the Service.

License to Use the Service

Subject to your compliance with these Terms and any subscription agreement, Qualtech grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes during the subscription term. This license allows your designated Authorized Users (employees, contractors, or agents) to use the platform in accordance with the subscription plan you have purchased or agreed to.

You may use the Service only in accordance with its intended functionality and all applicable guidelines or documentation provided by Qualtech. Any software provided as part of the Service is licensed, not sold. This license does not permit you to sublicense or distribute the Service, except to the extent necessary for Authorized Users to use it on your behalf.

User Data and Confidentiality

Ownership of Data:

User Data refers to the information that you or your Authorized Users upload, submit, or generate while using the Service, including but not limited to PFMEA documents, quality control plans, risk matrices, and other content. You retain all ownership rights in your User Data. Qualtech does not claim any ownership of the content you provide.

By using the Service, you grant Qualtech a non-exclusive, worldwide, royalty-free license during your subscription term to host, copy, process, transmit, and display your User Data only as necessary to provide and operate the Service. This includes making backups and allowing Authorized Users to access the data. We will not use your User Data for any purpose other than providing the Service to you, except in an aggregated and anonymized form as described in our Privacy Policy.

Confidentiality:

Qualtech understands that your User Data may include sensitive and proprietary information (such as unreleased product designs, failure analyses, etc.). We consider your User Data to be confidential to you. Qualtech agrees to protect the confidentiality of your data and not to disclose it to third parties except as permitted by these Terms, our Privacy Policy, or with your consent.

If either party (you or Qualtech) receives a legal demand (such as a subpoena or court order) that would compel disclosure of the other party's confidential information (which includes your User Data), the receiving party will, where legally permitted, promptly notify the other party so that they may seek a protective order or take appropriate action. This allows either of us to protect sensitive information to the fullest extent possible.

User Obligations and Acceptable Use

By using the Service, you agree to the following obligations and restrictions designed to protect both of us and ensure compliance with laws and industry standards:

Lawful and Permitted Use Only: You will use the Service only for lawful purposes and in accordance with these Terms. You are responsible for ensuring that your use (and your Authorized Users' use) of the Service complies with all applicable laws, regulations, and industry standards.

Prohibited Actions: You must not do, or attempt to do, any of the following:

• Reverse Engineering: Copy, modify, decompile, decrypt, disassemble, or reverse engineer the Service or any software, component, or technology provided as part of it. This means you cannot attempt to discover the source code, underlying ideas, or algorithms of the Service.
• Unauthorized Access: Bypass or circumvent any access controls or security measures of the Service; access the Service by any means other than our supported web or interface; or interfere with or disrupt the integrity or performance of the Service or the data contained therein.
• Abusive or Illegal Content: Upload, store, or transmit any content through the Service that is unlawful, defamatory, infringing, or otherwise violates any third-party rights. This includes (a) Intellectual property (do not upload content you don't have rights to), (b) Harmful content (malware, viruses), (c) Personally harassing or threatening material.
• Misuse of Service: You will not use the Service in a way that could impair others' use or that undermines the Service's intended use. For example, you will not use automated scripts, bots, or "scraping" methods to extract data from the Service, or perform actions that excessively burden our servers.
• Reverse Engineering of Models: In addition to software, you agree not to attempt to reverse engineer or extract the underlying machine learning models or data sets used by our AI suggestions. The AI algorithms and training are proprietary to Qualtech.
• User Credentials: You are responsible for safeguarding the login credentials (user IDs, passwords, API keys) that you use to access the Service. You must ensure that each Authorized User's credentials are unique to them and not shared. Notify us immediately if you suspect unauthorized use of your account.

Feedback: If you choose to provide feedback or suggestions to Qualtech about our Service (for example, ideas for improvements or new features), you grant Qualtech a royalty-free, worldwide, sublicensable, transferable license to use, implement, and incorporate that feedback without any obligation to you. This means we can improve our products based on your input without owing compensation.

Audit Rights: Qualtech reserves the right (but not the obligation) to monitor usage of the Service for security, support, and compliance purposes. If we reasonably believe that a violation of the above policies is occurring, we may investigate and take appropriate action, including suspending access if necessary.

AI/LLM-Based Features Disclaimer

Qualtech's platform includes features powered by artificial intelligence, including Large Language Models (LLMs) that suggest possible failure modes, causes, and effects as a brainstorming aid for PFMEA and risk analysis. By using these AI features, you acknowledge and agree to the following:

• Informational Purposes Only: Any content or suggestions generated by the AI/LLM are provided for informational and brainstorming purposes only. The AI may predict potential failure modes or recommend mitigation strategies, but these are starting points for human review, not final determinations.
• No Warranty on Accuracy: Qualtech does not guarantee the accuracy, completeness, or appropriateness of any AI-generated content. LLM suggestions might be inaccurate, irrelevant, or outdated. For instance, the AI might propose a failure mode that is not actually relevant to your product or miss an important risk.
• User Responsibility to Review: You are solely responsible for reviewing, validating, and approving any AI-generated suggestions before implementing them. The Service's AI is a tool to augment your team's expertise, not a substitute for professional judgment.
• No Liability for AI Suggestions: Qualtech shall not be held liable for any consequences arising from actions you take (or fail to take) based on AI-generated content. This includes any manufacturing defects, safety issues, regulatory penalties, or other damages that might result from reliance on AI suggestions without proper verification.
• Use for Regulated Activities: If you are using the Service in a highly regulated context (such as medical device manufacturing), you acknowledge that AI suggestions are not validated or certified to meet regulatory standards. You must apply your own verification and validation processes.
• Prohibited AI Use: You will not misuse the AI features. For example, you should not intentionally prompt the AI to generate disallowed content (like irrelevant or harmful instructions) or to process data outside the scope of risk management.

By using the AI features, you acknowledge these limitations. We encourage you to provide feedback on the AI suggestions (such as flagging if a suggestion is particularly helpful or not useful) as this helps us improve the system.

Regulatory Compliance

Our Service is designed to assist with risk management and quality planning, but you are responsible for ensuring that your use of the Service complies with all laws and industry regulations that apply to your business. Important points:

• No Regulatory Certification: Qualtech does not certify that use of the Service will make you compliant with any particular law or standard. For example, using our software to create a PFMEA does not automatically mean your PFMEA meets FDA, ISO 13485, AS9100, or any other standard. You remain responsible for ensuring your work product meets applicable requirements.
• Industry Standards: If your industry has specific guidelines or best practices (for instance, automotive industry APQP/PPAP processes, or Good Manufacturing Practice), you agree to use the software in alignment with those requirements and to seek independent verification of compliance as needed.
• No Unauthorized Sensitive Data: Unless you have a separate written agreement with Qualtech (such as a Business Associate Agreement for HIPAA, if it ever were relevant), you should not use the Service to store or process personally identifiable health information or other specially regulated data beyond what is necessary for your engineering and quality work.
• Indemnity for Non-Compliance: You agree that if any third party (including a government agency) brings a claim or investigation against Qualtech due to your failure to comply with applicable regulations when using the Service, you will indemnify Qualtech as described in the Indemnification section below.

We are committed to supporting our customers' compliance efforts by providing a secure and reliable platform. We may offer features or modules aimed at facilitating compliance (e.g., audit trails, electronic signatures, exports) but use of these features does not guarantee compliance by itself. Always consult with your own legal and regulatory experts.

Intellectual Property Rights

All intellectual property rights in and to the Service (including but not limited to the software code, user interface designs, algorithms, documentation, trademarks, service marks, and logos of Qualtech) remain the exclusive property of Qualtech or its licensors. These Terms do not grant you any rights to Qualtech's intellectual property except the limited license to use the Service as described.

You agree not to copy, distribute, modify, or create derivative works based on any part of the Service or included content, unless we have given you explicit written permission. You shall not remove or alter any copyright, trademark, or other proprietary notices.

Your User Data remains your intellectual property, as noted in the "User Data" section. We do not acquire ownership of your data. If and to the extent any use of your data within the Service could be construed as creating derivative works, you grant us a license to create and use those derivatives solely to provide the Service.

No Warranty (Disclaimer)

QUALTECH PROVIDES THE SERVICE "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OF ANY KIND. To the fullest extent permitted by applicable law, Qualtech disclaims all warranties, express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Specifically, while we aim for high availability and accuracy:

• We do not warrant that your use of the Service will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected immediately. Maintenance, updates, or unforeseen issues may occasionally affect availability.
• We make no guarantees regarding the data or content obtained through the Service. This includes both the data you input and store (we rely on you to input accurate data) and any outputs or suggestions generated by the Service (AI or otherwise).
• No Conditions or Warranties Arise from Course of Dealing or Usage of Trade: No advice or information, whether oral or written, obtained from Qualtech or through the Service, will create any warranty not expressly stated in these Terms.
• Third-Party Services: If our Service integrates or interoperates with third-party services (for example, if we connect to a cloud storage provider or an email service), we make no warranty as to those third-party services.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not fully apply to you. In such cases, the duration of any legally required warranty is limited to the minimum period permitted by law.

Limitation of Liability

To the maximum extent permitted by law, Qualtech's liability to you is limited. In no event will Qualtech or its affiliates, officers, directors, employees, or agents be liable for:

• Indirect or Consequential Damages: Any indirect, incidental, special, consequential, or exemplary damages whatsoever arising out of or in connection with your use of (or inability to use) the Service. This includes, but is not limited to, damages for loss of profits, goodwill, data, or other intangible losses, even if Qualtech has been advised of the possibility of such damages.
• No Liability for Certain Risks: Qualtech will not be liable for any claims or damages arising from: (i) your use of AI-generated suggestions or any reliance on outputs of the Service (as noted, that responsibility lies with you); (ii) any unauthorized access to your data that was not caused by our gross negligence; (iii) any interruption of service or data loss.
• Cap on Liability: In any case, Qualtech's total cumulative liability arising out of or related to this Agreement and the Service (whether in contract, tort, or otherwise) will not exceed the amount actually paid by you for the Service during the twelve (12) months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to the extent prohibited by law. In such cases, Qualtech's liability is limited to the maximum extent permitted.

Indemnification

You agree to indemnify, defend, and hold harmless Qualtech, its affiliates, and their respective officers, directors, employees, and agents ("Indemnified Parties") from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use or misuse of the Service; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; (d) your User Data or any claim that your content infringes or misappropriates another party's rights; or (e) any dispute between you and a third party relating to the Service.

Qualtech will: (i) promptly notify you of any claim for which indemnity is sought, (ii) permit you to control the defense and settlement of the claim (as long as the settlement does not impose any non-monetary obligation on Qualtech or admit liability on our behalf without consent), and (iii) provide reasonable assistance at your expense.

This indemnification obligation will survive any termination or expiration of the Agreement. Qualtech reserves the right, at its option, to assume exclusive defense and control of any matter otherwise subject to indemnification by you (in which case you will cooperate in asserting any available defenses).

(Note: In some cases, a negotiated contract might include a mutual indemnification where Qualtech indemnifies you for third-party IP infringement claims regarding the Service. Such terms, if applicable, would be in your Master Agreement or Order Form.)

Term and Termination

These Terms are effective as of the date you first agree to them or first use the Service, and will remain in effect until your subscription or access is terminated.

• Termination by Customer: You may terminate your subscription according to the terms of your order (for example, by not renewing at the end of a term, or by providing notice of termination if you have a month-to-month plan). Termination does not relieve you of any outstanding payment obligations.
• Termination or Suspension by Qualtech: Qualtech may suspend or terminate your access to the Service if you are in material breach of these Terms (including failure to pay fees when due) and the breach is not cured within a reasonable notice period (e.g., 30 days). We may also immediately suspend access if necessary to protect the Service or other users from harm (e.g., security incident, illegal activity).
• Effect of Termination: Upon termination or expiration of your subscription, your right to access and use the Service will cease. We recommend you export your data before the end of your subscription. We will retain your data for a short period post-termination (per our Privacy Policy) to allow for data retrieval, after which it will be deleted.

Termination of the Service does not automatically trigger a refund of fees paid, except as provided in your separate agreement with Qualtech or required by law. If we terminate without cause (not due to your breach), you may be entitled to a pro-rata refund for unused prepaid fees.

Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, USA, excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Arbitration Agreement (U.S. Customers)

If you are a U.S.-based customer or otherwise subject to U.S. laws, you and Qualtech agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Service shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.

This means:

• No Jury Trial: There is no judge or jury in arbitration, and court review of an arbitration award is limited.
• Individual Claims Only: All disputes will be resolved on an individual basis. Neither you nor Qualtech shall bring or participate in any class or representative action against the other. The arbitrator may not consolidate claims.
• Procedure: To begin an arbitration, the initiating party must provide the other party with a written Demand for Arbitration as specified in the AAA rules. The arbitration will be conducted by a single arbitrator chosen in accordance with AAA rules.
• Location: The location of the arbitration shall be in Wilmington, Delaware, unless you and Qualtech agree otherwise.
• Costs: Each party will be responsible for paying the AAA filing, administrative and arbitrator fees as set forth in the AAA Rules, except that Qualtech will pay those fees if the claims are under a certain threshold and if such payment is required under AAA Rules for consumer disputes.
• Opt-Out: You have the right to opt out of this arbitration agreement by notifying Qualtech in writing within 30 days of first agreeing to these Terms that you do not agree to this arbitration provision. Such notice must be sent to contact@qualtech.ai.

Litigation (If Applicable)

Except as provided above, any disputes that are not subject to arbitration shall be brought exclusively in the state or federal courts located in the State of Delaware. Both you and Qualtech consent to the personal jurisdiction of those courts.

Nothing in this Dispute Resolution section prevents either party from seeking temporary injunctive relief in a court to prevent immediate and irreparable harm. Such a request shall not waive the right to arbitration.

Miscellaneous

• Entire Agreement: These Terms (along with any Master Agreement or Order Form and the Privacy Policy) constitute the entire agreement between you and Qualtech regarding the Service, and supersede all prior or contemporaneous communications, proposals, and representations.
• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be enforced to the maximum extent possible consistent with law, and the remaining provisions shall remain in full force.
• Waiver: No failure or delay by either party in exercising any right or enforcing any provision of these Terms shall constitute a waiver of that right or provision. A waiver of one provision on one occasion does not waive any other provision.
• Assignment: You may not assign or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without Qualtech's prior written consent. Any attempted assignment without consent is void. Qualtech may assign its rights and obligations without restriction.
• Relationship of Parties: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, or fiduciary relationship between the parties. Neither party has authority to bind or make commitments on behalf of the other.
• No Third-Party Beneficiaries: There are no third-party beneficiaries to these Terms. These Terms are for the benefit of you and Qualtech only. Even if your affiliates or end customers benefit from use of the Service, they do not acquire rights under these Terms.
• Export Compliance: The Service and software may be subject to United States export control and economic sanctions laws. You agree to comply with all such laws and regulations. You shall not permit Authorized Users located in embargoed countries or who are on any denied-party list to use the Service.
• Notices: Qualtech may provide notices to you under these Terms by email to the address associated with your account, by posting on the Service (for general service-related announcements), or through in-app notifications. You should send any legal notices to Qualtech in writing to contact@qualtech.ai or our mailing address.

By using Qualtech's Service, you acknowledge that you have read these Terms of Service, understand them, and agree to be legally bound by them. If you have any questions about these Terms, please contact us at contact@qualtech.ai.

Thank you for choosing Qualtech, Inc. We look forward to helping you enhance your quality and risk management processes in a secure and compliant manner.