Quontumm, Inc. Master Service Agreement

Master Service Agreement

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This Master Service Agreement (“Agreement”) is entered into as of the date of first engagement by and between Quontumm, Inc., a Nebraska corporation, with its principal place of business at 1323 South 9th Street, #205, Omaha, NE 68108 (“Quontumm” or “Company”), and the client (“Client”).

1. LEGAL AGREEMENT
By purchasing or using our services, Client agrees to be bound by this Agreement and any SOW executed hereunder.

2. SCOPE OF WORK
2.1 Services. All consulting, software development, and digital-product services provided under one or more mutually executed Statements of Work (“SOW”), each incorporated herein. Services not covered by an SOW will be billed at Quontumm’s then-standard hourly rates, subject to change without notice.

2.2 Statement of Work. Each SOW becomes effective upon mutual signature or email acceptance. In case of conflict, the SOW governs unless it conflicts with provisions on warranties, liability limits, IP ownership, or termination.

2.3 Contractors. Quontumm may engage contractors; Quontumm remains responsible for their performance.

2.4 Deliverables. Defined in each SOW. Upon full payment, Client receives a non-exclusive, perpetual license to use Deliverables.

2.5 Independent Contractor. Quontumm is an independent contractor; nothing herein creates an employment or joint venture.

2.6 No Exclusivity. Quontumm may perform similar services for others.

3. CLIENT OBLIGATIONS
3.1 Authorized Contacts. Client shall designate representatives authorized to make decisions.

3.2 Cooperation. Client will provide materials, information, and access needed for performance. Delays caused by Client may impact timelines and are not Quontumm’s breach.

3.3 Software Licensing. Client will procure any third-party software required to use Deliverables.

4. FEES, EXPENSES & PAYMENTS
4.1 Payment. Fees as set forth in each SOW or, absent a schedule, at Quontumm’s current rates. Invoices due 15 days after date of invoice, with a 10-day grace period. Quontumm may modify rates or payment terms at its discretion.

4.2 Expenses. Client reimburses pre-approved expenses.

4.3 Interest. Overdue amounts accrue interest at 1.5% per month or the maximum lawful rate.

4.4 Suspension. Quontumm may suspend services for non-payment after notice.

5. OWNERSHIP
5.1 Quontumm IP. Quontumm retains all rights in its pre-existing IP.

5.2 Client Materials. Client owns and grants Quontumm a limited license to use materials solely to perform services. Quontumm may showcase Deliverables for promotional purposes.

6. CONFIDENTIALITY
6.1 Definitions. “Confidential Information” means non-public information designated as confidential or which a reasonable person would understand to be confidential.

6.2 Obligations. Each party will protect the other’s Confidential Information with at least reasonable care and use it only to perform obligations under this Agreement.

7. REPRESENTATIONS & WARRANTIES
7.1 By Quontumm. Services will be performed professionally.
7.2 By Client. Client has rights to materials provided.
7.3 Remedies. Exclusive remedy for breach by Quontumm is re-performance or correction.
7.4 Disclaimer. ALL SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTIES BEYOND THOSE EXPRESSLY STATED.

8. INDEMNIFICATION
8.1 By Quontumm. Quontumm will defend and indemnify Client against third-party IP infringement claims arising from Services, except to the extent caused by Client Materials or instructions.
8.2 By Client. Client will defend and indemnify Quontumm against claims arising from Client Materials or Client’s breach.
8.3 Process. The indemnified party must promptly notify and cooperate with the indemnifier.

9. LIMITATION OF DAMAGES
Each party’s cumulative liability is capped at fees paid under the applicable SOW. Neither party is liable for indirect, incidental, or consequential damages.

10. ADDITIONAL SOW TERMS
Any extra terms in an SOW apply only to that SOW.

11. THIRD-PARTY GOODS & SERVICES
Services may incorporate third-party providers (e.g., Stripe, AWS, Google). Client may need to accept their EULAs.

12. DISPUTE RESOLUTION; GOVERNING LAW; ATTORNEYS’ FEES
Disputes first by negotiation, then binding arbitration under American Arbitration Association rules in Lancaster County, Nebraska. Each party bears half the arbitration fees. Nebraska law governs.

13. TERM & TERMINATION
13.1 Term. Effective upon signature and continues until terminated.
13.2 Termination. By mutual agreement; for cause (non-payment or material breach, with 30-day cure period); or by either party without cause upon 30 days’ notice (active SOWs conclude or terminate).
13.3 Effects. Upon termination, Client pays for services rendered; licenses and confidentiality survive as set forth herein.

14. MISCELLANEOUS
14.1 Notices. In writing to the addresses above or email, effective upon receipt.
14.2 Force Majeure. Excused for events beyond reasonable control.
14.3 Severability. Invalid provisions don’t affect the remainder.
14.4 Entire Agreement. Includes all SOWs; supersedes prior agreements.
14.5 Non-waiver. Failure to enforce any term is not a waiver.
14.6 Headings. For convenience only.
14.7 Interpretation. No presumption against drafter.
14.8 Assignment. Neither party may assign without consent.
14.9 Amendment. Only by written agreement signed by both parties.
14.10 Applicability. This Agreement applies to all SOWs executed hereafter.
14.11 Survival of Other Policies. Quontumm’s Terms of Service, Privacy Policy, and other website policies remain in full effect and survive this Agreement.

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