Qualense Terms of Service

These Terms of Service ("Terms") govern access to and use of the Qualense websites, applications, subscriptions, onboarding, and related services (the "Services"). By accepting an Order Form that references these Terms or using the Services, the customer identified in the Order Form ("Customer") agrees to these Terms. If a signed agreement conflicts with these Terms, the signed agreement controls.

1. Eligibility and accounts

Customer must be a legally formed business or other organization with authority to enter this agreement. Customer is responsible for its users, account information, credentials, devices, and all activity under its accounts. Users may access only the workspaces and information they are authorized to use. Customer will promptly notify Qualense of suspected unauthorized access.

2. Services and orders

Subject to these Terms and the applicable Order Form, Qualense grants Customer a limited, non-exclusive, non-transferable right for authorized users to access the Services during the subscription term for Customer's internal business purposes.

An Order Form will identify the term, fees, workspace or usage limits, support terms, and any additional services. Beta or preview features may be incomplete, change during the term, and have additional limitations. Unless an Order Form expressly says otherwise, Qualense provides no service-level agreement, guaranteed response time, uptime commitment, or authorization for restricted data.

3. Acceptable use

Customer and its users will not:

• access or use the Services unlawfully or beyond their authorization;
• probe, scan, disrupt, overload, reverse engineer, or bypass a security or usage control, except where law prohibits that restriction;
• upload malware, credentials, secrets, or content they lack the right to use;
• use the Services to make a fully automated high-impact decision about a person;
• misrepresent Qualense output as a certification, government approval, C3PAO determination, legal opinion, or official submission;
• resell or provide the Services to a third party except as expressly authorized in an Order Form; or
• submit prohibited data.

4. CUI and prohibited data

Qualense is not currently authorized or offered as a system for CUI. Customer must not upload or otherwise submit CUI, classified information, covered defense information, controlled technical information, export-controlled data, credentials or secrets, payment-card data, regulated health data, or other prohibited data identified in the CUI Handling and Prohibited-Data Notice.

Removing a CUI marking does not necessarily change the information's legal status. Customer is responsible for determining classification, handling requirements, scope, and authority before any upload. Qualense may quarantine, restrict, or delete suspected prohibited data and suspend the affected processing. Automated screening is a supplemental safeguard and does not transfer Customer's responsibility.

5. Customer responsibilities

Customer is responsible for:

• defining the assessment and system boundary and selecting the applicable requirements;
• ensuring it has a lawful basis and all rights, notices, and permissions needed for Customer Content;
• configuring and monitoring users, access, AI-processing choices, and exports;
• reviewing source citations, mappings, scores, gaps, POA&M entries, SSP-related observations, and deliverables;
• correcting errors and making all final compliance, contractual, reporting, certification, and submission decisions; and
• retaining authoritative records outside the Services as its obligations require.

The Customer Responsibility Matrix gives additional operational guidance but does not replace these Terms.

6. Customer Content and data use

As between the parties, Customer retains its rights in Customer Content. Customer grants Qualense and its subprocessors a non-exclusive right to host, copy, transmit, transform, display, and otherwise process Customer Content only to provide, secure, support, and improve the Services as permitted by this agreement and the customer's instructions.

Customer represents that it has all rights and authority needed for that processing. Qualense will treat Customer Content as Confidential Information. Qualense will not train its own general-purpose model on Customer Content without Customer's separate, explicit written permission. External-provider handling is governed by the DPA and AI Data Handling and Subprocessor Disclosure.

7. AI-assisted and system-generated output

The Services parse supported native text locally and may use AI and deterministic rules for semantic retrieval, evidence-to-objective mapping suggestions, excerpt verification, selected structured analysis, potential-gap identification, and deliverable assembly. Output may be incomplete, inaccurate, inconsistent, or unsuitable for Customer's facts. Customer must conduct qualified human review and must not rely on output as the sole basis for a decision.

Qualense does not provide legal advice, audit or attestation services, C3PAO services, certification, government approval, or a guarantee of contract eligibility. Scores are estimates based on Customer Content, configuration, review decisions, and implemented calculation rules. Customer alone is responsible for any SPRS entry, annual affirmation, or government submission.

8. Qualense technology and feedback

Qualense and its licensors retain all rights in the Services, software, documentation, models, workflows, templates, and improvements, excluding Customer Content. If Customer gives feedback, Customer grants Qualense a perpetual, irrevocable, worldwide, royalty-free right to use it without identifying Customer or disclosing Customer Confidential Information.

9. Confidentiality

Each party will protect the other party's non-public information disclosed under this agreement ("Confidential Information") using reasonable care and at least the care it uses for similar information. A receiving party may use Confidential Information only to perform or exercise rights under this agreement and disclose it only to personnel, advisers, and subprocessors with a need to know and confidentiality obligations.

Confidential Information excludes information the receiving party can document was lawfully known without restriction, independently developed without use of the information, lawfully received from another source without duty, or made public without breach. A legally compelled disclosure is permitted after notice where lawful and reasonable assistance at the disclosing party's expense.

10. Privacy and security

The Privacy Policy explains Qualense's general privacy practices. The DPA applies to Customer Personal Data where required. The Security Controls and Data Protection Statement describes the current security posture and its limitations. Customer acknowledges that no security measure eliminates all risk.

11. Fees and taxes

Customer will pay the fees and applicable taxes stated at checkout or in an Order Form. Checkout payments are due when submitted. Invoice due dates, if offered, will be stated in the Order Form. Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate after written notice and a 10-day opportunity to cure. Except as expressly stated in an Order Form or required by law, fees are non-cancelable and non-refundable. Customer is responsible for sales, use, value-added, and similar transaction taxes, excluding taxes on Qualense's net income.

12. Term, suspension, and termination

These Terms continue while an Order Form is active. Either party may terminate for an uncured material breach after 30 days' written notice, or immediately if the breach cannot be cured, continued service would violate law, or the other party becomes insolvent. Qualense may suspend access to prevent material security harm, prohibited-data processing, unlawful use, or nonpayment, using reasonable efforts to limit the scope and notify Customer.

On termination, access ends. Return and deletion are governed by the DPA, Order Form, and Data Retention, Deletion, and Offboarding Policy. Customer should export needed deliverables before termination. Sections that by nature should survive—including payment, ownership, confidentiality, disclaimers, liability, and dispute terms—will survive.

13. Warranties and disclaimers

Each party warrants it has authority to enter the agreement. Qualense warrants that it will provide the Services in a professional and workmanlike manner. Customer's exclusive remedy for breach of that warranty is re-performance; if Qualense cannot re-perform, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid fees for the terminated remainder.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, PREVIEW FEATURES, OUTPUT, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." QUALENSE DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. QUALENSE DOES NOT WARRANT THAT OUTPUT WILL ESTABLISH COMPLIANCE, PRODUCE A PARTICULAR SPRS SCORE, SATISFY AN ASSESSOR OR AGENCY, OR QUALIFY CUSTOMER FOR A CONTRACT.

14. Indemnification

Qualense will defend Customer against a third-party claim that the paid Services, when used as authorized, infringe a United States patent, copyright, or trademark, and will pay damages finally awarded or agreed in a settlement approved by Qualense. This obligation does not apply to claims arising from Customer Content, combinations not supplied by Qualense, modifications not made by Qualense, continued use after notice, or use outside the agreement. Qualense may modify or replace the affected Services or terminate the affected Order Form and refund prepaid fees for the unused remainder.

Customer will defend Qualense against third-party claims arising from Customer Content, prohibited data, unlawful instructions, Customer's violation of acceptable-use obligations, or Customer's use of output as a certification or official submission, and will pay damages finally awarded or agreed in an approved settlement. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party to control the defense and settlement, provided no settlement admits fault or imposes non-monetary duties on the indemnified party without consent.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE, BUSINESS, OR DATA, ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE AFFECTED SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THE CAP DOES NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED. LIABILITY ARISING FROM FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT IS LIMITED ONLY TO THE EXTENT PERMITTED BY LAW. Any different cap or negotiated allocation must appear in a signed Order Form.

16. Governing law and disputes

This agreement is governed by the laws of the State of California, excluding conflict-of-laws rules. The state and federal courts located in Orange County, California have exclusive jurisdiction, and each party consents to venue there.

17. General

Neither party may assign this agreement without the other's consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the obligations. Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. The parties are independent contractors. Notices will be delivered to the addresses in the Order Form and deeppractise@gmail.com. If a provision is unenforceable, it will be modified only as needed and the rest remains effective. A waiver must be in writing. This agreement, its Order Forms, DPA, and incorporated notices are the entire agreement about the Services.