Last Updated on July, 09, 2025 | Version 1.5
This Master SaaS Agreement ("Agreement") is entered into by and between Quantum Neuron Inc., a Delaware C-Corporation ("Quantum Neuron"), and the business entity identified as Client in the applicable Quote Order Form ("Client").
1. Purpose & Scope
This Agreement establishes the legal framework under which Quantum Neuron shall provide the Client with access to its AI-based Persona communication platform and related services, as described in the applicable Quote Order Form.
The commercial details of each engagement (including package, pricing, term, integrations, add-ons, and payment terms) shall be defined in the corresponding Quote Order Form signed by the Client and are hereby incorporated by reference.
Quantum Neuron offers AI-based Personas for business communication via voice and text across supported platforms. Services may include integrations, support, and add-ons as selected in the Quote Order Form.
All services are delivered on a software-as-a-service (SaaS) model via cloud infrastructure hosted in AWS Ireland.
Quantum Neuron shall use commercially reasonable efforts to ensure the continuous operation of the Services, subject to planned maintenance and the exclusions in this Agreement.
The Client acknowledges that some features may be in a beta or experimental stage, and that service behavior may vary depending on language models or integrations selected.
The Client is responsible for configuring its environment to enable proper onboarding, including providing access, credentials, or API permissions where necessary.
Quantum Neuron disclaims liability for service interruptions caused by third-party tools, APIs, or infrastructure not under its control.
Service activation and onboarding shall only commence once the full payment (including any applicable Setup Fee) has been received by Quantum Neuron. The typical onboarding window ranges from four (4) to fourteen (14) business days, provided that the Client delivers all necessary access, credentials, and information required for configuration.
3. License and Access
Quantum Neuron grants the Client a non-exclusive, non-transferable, revocable right to access and use the Services during the term specified in the Quote Order Form.
Client may authorize End-Users within its organization to interact with the Services.
4. AI Disclaimer
Client acknowledges that AI Personas generate content in a non-deterministic manner and may not be factually accurate or legally reliable.
Quantum Neuron provides no warranty regarding the accuracy, completeness, or legality of AI-generated output. The Client is responsible for verifying any decisions based on such output.
5. Client Obligations
Client is responsible for ensuring lawful use of the Services, compliance with applicable laws, and the accuracy of input data.
Client must maintain the confidentiality of its access credentials and promptly notify Quantum Neuron of any unauthorized access.
Client agrees not to use the Services for prohibited activities including spam, fraud, or any processing of sensitive personal data without explicit consent.
6. Uptime and Availability
Quantum Neuron aims to maintain 99.5% monthly uptime, excluding planned maintenance and events of force majeure.
This uptime target is indicative and may be supplemented by additional SLAs in enterprise agreements.
7. Payment Terms and Incentives
Fees and payment terms are as specified in the Quote Order Form.
All fees are quoted exclusive of VAT, sales tax, and other applicable taxes, unless explicitly stated otherwise. Client is responsible for any taxes arising from this Agreement, except for taxes based on Quantum Neuron’s income.
Invoices are due within the payment term specified in the Quote Order Form. If not specified, payment is due within fourteen (14) days of invoice date.
Any discounts or bonus services are conditional upon payment within five (5) business days of signature. Failure to comply may void such incentives.
Quantum Neuron reserves the right to suspend Client’s access to the Services if payment is not received within five (5) business days after a written reminder.
Subscription terms will auto-renew unless otherwise stated in the Quote Order Form. Quantum Neuron may update fees at the time of renewal with thirty (30) days prior written notice.
The Client may not withhold or offset any payments due under this Agreement due to any complaints, support requests, or pending clarifications. All payments are unconditional and must be made according to the terms of the Quote Order Form.
If the Client is required by law to withhold taxes from payments to Quantum Neuron, it shall provide valid documentation of such withholding and ensure that any such deduction does not reduce the amount payable to Quantum Neuron below the agreed fees. Where permitted, the Client shall apply for reduced withholding rates under applicable tax treaties.
8. Data Processing and Transfers
Quantum Neuron processes Client Data in accordance with its Data Processing Agreement (DPA), incorporated herein by reference.
Data is hosted in AWS Ireland and may be processed by authorized sub-processors as listed at https://quantumneuron.ai/legal/subprocessors.
Cross-border transfers are governed by the 2021 EU Standard Contractual Clauses (SCC), and UK GDPR adequacy decisions apply to UK Clients.
Quantum Neuron confirms that any transfers of personal data outside the European Economic Area (EEA) are carried out strictly on the basis of a valid legal mechanism, such as the EU Standard Contractual Clauses (SCCs).
Quantum Neuron Inc. has appointed an EU and UK GDPR representative in accordance with Article 27 of the GDPR. Contact information for the representative is available at: https://quantumneuron.ai/legal/gdpr-representative
9. Anonymized Data for AI Training
Client acknowledges that conversation sessions marked as “helpful” by the End-User, or reaching a “completed” status as determined by the system, may be subject to anonymization.
Anonymization is performed using internal scripts that remove all personal identifiers (including names, emails, phone numbers, user IDs, CRM tags). The resulting dataset is used solely to improve model accuracy, safety, and performance of Quantum Neuron’s AI systems.
Once anonymized, data is no longer considered personal under GDPR, and therefore not subject to erasure or access rights.
Client may opt-out of future use of their data for training purposes by emailing Quantum Neuron in accordance with the Privacy Policy. Such withdrawal applies prospectively only.
All training-related processing is logged internally and reviewed under Quantum Neuron’s Data Protection Impact Assessment (DPIA) and compliance controls, as available to enterprise clients upon request.
10. IP Ownership
We implement industry-standard security measures to protect your data, including encryption (in transit and at rest), access controls, regular security audits, anonymization, and data isolation on AWS or equivalent secure cloud infrastructure.
Nothing in this Agreement transfers any rights to the Client, other than the limited license granted herein.
11. Indemnification and Limitation of Liability
Client shall indemnify and hold harmless Quantum Neuron against all claims, damages, and costs (including legal fees) arising from (i) misuse of the Services, (ii) breach of applicable law, or (iii) violation of third-party rights.
Quantum Neuron’s aggregate liability under this Agreement shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, or consequential damages.
12. Confidentiality
Both parties agree to treat all non-public information exchanged under this Agreement as confidential. This obligation survives for three (3) years after termination.
Confidentiality does not apply to information that is public, independently developed, or legally disclosed by third parties.
13. Term and Termination
This Agreement shall remain in effect for the duration specified in the Quote Order Form.
Either party may terminate for cause if the other materially breaches and fails to cure within thirty (30) days.
Upon termination, Client access will be deactivated, and any outstanding fees shall become immediately due.
The following provisions survive termination: IP Ownership, Confidentiality, Indemnification, Limitations of Liability, and Governing Law.
The Client may not terminate the Agreement for convenience. The Agreement shall remain in force for the full duration set out in the Quote Order Form unless terminated for cause as defined in Clause 13.2.
Upon termination or expiration of the Agreement, Quantum Neuron shall have no obligation to provide data export, migration support, or continued access to the Services, unless explicitly agreed otherwise in writing.
14. Assignment
Client may not assign this Agreement without prior written consent from Quantum Neuron. Any unauthorized assignment is null and void.
15. Audit Rights
Quantum Neuron may, upon reasonable notice, audit the Client’s use of the Services solely to verify compliance with the Agreement.
16. Compliance and Incorporation
By executing any Quote Order Form, the Client agrees to be bound by this Master SaaS Agreement.
The following documents are incorporated by reference and govern the use of the Services:
These documents form an integral part of this Agreement and are legally binding upon Client’s execution of the Quote Order Form.
Execution of any Quote Order Form shall constitute full legal acceptance of this Master SaaS Agreement. Client’s acceptance does not require a separate signature of this Master Agreement, provided that the signed Quote Order Form includes a reference to the current version of the Agreement.
17. Governing Law and Jurisdiction
This Agreement is governed by the laws of the State of Delaware, United States.
The Agreement shall also be interpreted in accordance with mandatory local consumer protection, data privacy, and commercial laws applicable to the Client’s jurisdiction where required.
Any disputes shall be resolved in the courts of Delaware, subject to applicable jurisdictional rules. To the extent permitted by applicable law, the parties waive any jurisdiction other than the courts of Delaware, USA.
18. Force Majeure
Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, cyberattacks, strikes, war, or failures of cloud infrastructure or telecommunications. Time for performance shall be extended by the period of such delay.
19. Security Controls
Quantum Neuron maintains industry-standard security measures, including encryption in transit and at rest, access control, and periodic security audits. The Client acknowledges that no system is 100% secure and agrees to notify Quantum Neuron of any suspected breach without undue delay.
20. Export Compliance
The Client agrees not to export, re-export, or transfer the Services or any portion thereof to any country, entity, or person prohibited by U.S. export control laws.
21. Entire Agreement
This Agreement, including the Quote Order Form and any incorporated documents (such as the Terms & Conditions, DPA, and Privacy Policy), constitutes the entire agreement between the parties. It supersedes all prior proposals, agreements, understandings, and communications, whether written or oral, relating to the subject matter hereof.
22. No Permanent Establishment
The Parties acknowledge that the nature of the Services does not create a permanent establishment of Quantum Neuron Inc. in the Client's jurisdiction. Quantum Neuron acts exclusively as an independent software provider.
23. No Advisory Services
For the avoidance of doubt, the Services are provided as an automated software platform. Quantum Neuron does not provide legal, financial, or professional advice, nor does it act as an agent of the Client.
