Terms of Service

QuantumLayers Data Analytics Platform

Last Updated: January 2, 2026

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between QuantumLayers Inc. (“QuantumLayers,” “we,” “us,” or “our”) and you (“Customer,” “you,” or “your”) governing your access to and use of the QuantumLayers data analytics software-as-a-service platform (the “Service”). By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Service.

2. Definitions

“Authorized Users” means your employees, consultants, contractors, and agents who are authorized by you to use the Service under your account.

“Customer Data” means any data, information, or material provided, uploaded, or generated by you or your Authorized Users through the use of the Service.

“Derived Data” means aggregated, anonymized, or de-identified data derived from Customer Data that cannot reasonably be used to identify you or any individual.

“Documentation” means the user guides, manuals, and help documentation made available by QuantumLayers for the Service.

“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

“Service” means the QuantumLayers data analytics platform, including all software, features, functionality, and related services provided by QuantumLayers.

“Subscription Plan” means the specific service tier (Standard, Professional, or Enterprise) selected by you during registration or upgrade.

3. License Grant and Restrictions

3.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, QuantumLayers grants you a non-exclusive, non-transferable, revocable license during the subscription term to:

(a) Access and use the Service in accordance with your selected Subscription Plan;

(b) Permit your Authorized Users to access and use the Service for your internal business purposes; and

3.2 License Restrictions

You shall not, and shall not permit any Authorized User or third party to:

(a) Copy, modify, or create derivative works of the Service or Documentation;

(b) Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service;

(c) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service to any third party, except as expressly permitted under an Enterprise License;

(d) Remove, alter, or obscure any proprietary notices on the Service or Documentation;

(e) Use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

(f) Use the Service to store or transmit malicious code, viruses, or other harmful computer code;

(g) Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein;

(h) Attempt to gain unauthorized access to the Service or its related systems or networks;

(i) Access the Service for purposes of competitive analysis, benchmarking, or building a competitive product or service; or

(j) Use the Service in any manner that exceeds the scope of use permitted under your Subscription Plan.

3.3 Use of Derived Data

Standard and Professional Plans: You may use outputs, reports, and analytics generated by the Service for your internal business purposes only. You may not resell, redistribute, or sublicense such outputs, reports, or analytics to third parties.

Enterprise Plan: In addition to internal use rights, you may incorporate outputs, reports, and analytics generated by the Service into products or services you provide to your customers, subject to the following conditions:

(a) Such use must not reveal or provide access to the underlying Service functionality;

(b) You remain responsible for compliance with these Terms; and

Notwithstanding the above, you may not use the Service to create a competing data analytics platform or service.

4. Data Ownership and Confidentiality

4.1 Customer Data Ownership

As between you and QuantumLayers, you retain all right, title, and interest in and to your Customer Data. You grant QuantumLayers a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely to the extent necessary to provide the Service to you and to fulfill our obligations under these Terms.

4.2 QuantumLayers Intellectual Property

QuantumLayers retains all right, title, and interest in and to the Service, including all software, algorithms, technology, Documentation, and related Intellectual Property Rights. These Terms do not grant you any rights to QuantumLayers’ Intellectual Property except as expressly stated herein.

4.3 Derived Data

QuantumLayers may create Derived Data from Customer Data for purposes of operating, analyzing, improving, and supporting the Service. QuantumLayers owns all rights to such Derived Data, provided that such data does not identify you or any individual and cannot reasonably be used to re-identify you or any individual.

4.4 Confidentiality

Each party agrees to maintain the confidentiality of the other party’s Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care. “Confidential Information” includes non-public business, technical, and financial information disclosed by one party to the other. This obligation does not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known prior to disclosure; (c) is rightfully obtained from a third party without breach of confidentiality obligations; or (d) is independently developed without use of the disclosing party’s Confidential Information.

4.5 Privacy and Data Protection

QuantumLayers processes personal information in accordance with its Privacy Policy, which is incorporated into these Terms by reference. You acknowledge that you have reviewed the Privacy Policy available at https://www.quantumlayers.com/privacy. You represent and warrant that you have obtained all necessary consents and have the right to provide any personal information contained in Customer Data to QuantumLayers for processing under these Terms.

5. Fees and Payment

5.1 Subscription Fees

You agree to pay all fees associated with your selected Subscription Plan as set forth on our pricing page or in your order form. All fees are stated in Canadian dollars (CAD) unless otherwise specified.

5.2 Billing

Subscription fees are billed in advance on a monthly or annual basis, as selected by you during registration. You authorize QuantumLayers to charge your designated payment method on the first day of each billing period.

5.3 Price Changes

QuantumLayers reserves the right to modify pricing upon thirty (30) days’ advance notice to you. Price changes will take effect at the start of your next billing period following the notice period. If you do not agree to the price change, you may cancel your subscription before the new price takes effect.

5.4 Taxes

All fees are exclusive of applicable federal, provincial, local, and other governmental taxes, levies, or duties (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchase, excluding taxes based on QuantumLayers’ net income. If QuantumLayers is required to collect or pay Taxes, such amounts will be invoiced to you and you agree to pay such amounts unless you provide a valid tax exemption certificate.

5.5 Late Payment

If payment is not received within ten (10) days of the due date, QuantumLayers may, without limiting its other rights and remedies:

(a) Charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower; and

(b) Suspend your access to the Service until payment is received.

5.6 No Refunds

Except as otherwise expressly provided in these Terms or required by applicable law, all fees are non-refundable, including for partial billing periods.

6. Service Level Agreement

6.1 Availability Commitment

QuantumLayers will use commercially reasonable efforts to make the Service available with a monthly uptime percentage of at least 99.5%, excluding scheduled maintenance windows and circumstances beyond our reasonable control (the “Availability Commitment”).

“Uptime Percentage” is calculated as: (Total Minutes in Month – Downtime Minutes) / Total Minutes in Month × 100.

“Downtime” means a period of time when the Service is unavailable to all customers, as measured by QuantumLayers’ monitoring systems. Downtime does not include unavailability resulting from:

(a) Scheduled maintenance windows (announced at least 48 hours in advance);

(b) Emergency maintenance (security patches, critical bugs);

(d) Issues caused by your equipment, software, or internet connectivity;

(e) Your or your Authorized Users’ actions or omissions;

(f) Suspension or termination of your account for breach of these Terms; or

(g) Features designated as beta, trial, or experimental.

6.2 Service Credits

If QuantumLayers fails to meet the Availability Commitment in any calendar month, you may be eligible for service credits as follows:

Uptime 99.0% to < 99.5%: 5% of monthly subscription fee
Uptime 95.0% to < 99.0%: 10% of monthly subscription fee
Uptime < 95.0%: 25% of monthly subscription fee

Service credits are your sole and exclusive remedy for any failure to meet the Availability Commitment. To receive service credits, you must submit a request within thirty (30) days of the incident. Service credits will be applied to future invoices and have no cash value.

6.3 Scheduled Maintenance

QuantumLayers may perform scheduled maintenance during published maintenance windows. We will provide at least 48 hours’ advance notice for scheduled maintenance expected to cause material disruption to the Service.

7. Limitation of Liability

7.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. QUANTUMLAYERS DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

QUANTUMLAYERS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

7.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QUANTUMLAYERS, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF QUANTUMLAYERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QUANTUMLAYERS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO QUANTUMLAYERS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO LIABILITY ARISING FROM QUANTUMLAYERS’ GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR BREACH OF CONFIDENTIALITY OBLIGATIONS.

7.3 Basis of the Bargain

You acknowledge that the fees charged by QuantumLayers reflect the allocation of risk set forth in these Terms and that QuantumLayers would not enter into these Terms without these limitations on liability.

8. Indemnification

8.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless QuantumLayers and its affiliates, and their respective directors, officers, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) Your use of the Service in violation of these Terms;

(b) Your Customer Data, including any claim that Customer Data infringes or violates any third-party rights;

(d) Your violation of any applicable law or regulation.

8.2 QuantumLayers Indemnification Obligations

QuantumLayers agrees to indemnify, defend, and hold you harmless from and against any third-party claim that the Service, when used in accordance with these Terms, infringes such third party’s Canadian copyright, trademark, or patent, and will pay any final judgment or settlement amounts awarded, provided that you:

(a) Promptly notify QuantumLayers in writing of the claim;

(b) Grant QuantumLayers sole control of the defense and settlement of the claim; and

If the Service becomes, or in QuantumLayers’ opinion is likely to become, the subject of an infringement claim, QuantumLayers may, at its option: (i) procure the right for you to continue using the Service; (ii) replace or modify the Service to make it non-infringing; or (iii) terminate these Terms and refund any prepaid fees for the unused portion of the subscription term.

This Section states QuantumLayers’ entire liability and your exclusive remedy for infringement claims.

9. Term and Termination

9.1 Term

These Terms commence on the date you first access the Service and continue until terminated in accordance with this Section.

9.2 Subscription Term

Your subscription will automatically renew for successive periods equal to your initial subscription term (monthly or annual) unless either party provides notice of non-renewal at least thirty (30) days before the end of the then-current term.

9.3 Termination for Convenience

You may terminate your subscription at any time through your account settings or by contacting customer support. Termination will be effective at the end of your then-current billing period. You will not receive a refund for any unused portion of your subscription.

9.4 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice thereof.

QuantumLayers may suspend or terminate your access to the Service immediately if:

(a) You fail to pay amounts due and such failure continues for ten (10) days following written notice;

(b) Your use of the Service poses a security risk or could adversely impact the Service or other customers;

(d) You are subject to bankruptcy or insolvency proceedings.

9.5 Effect of Termination

Upon termination or expiration of these Terms:

(a) Your right to access and use the Service will immediately cease;

(b) You must immediately cease all use of the Service and Documentation;

(c) You are responsible for exporting and backing up your Customer Data prior to termination. QuantumLayers will immediately and permanently delete all Customer Data upon account deletion or termination. This deletion is irreversible and QuantumLayers will not be able to recover your Customer Data after deletion;

(d) Neither party will be relieved of any obligations that accrued prior to termination;

(e) Sections 4 (Data Ownership), 7 (Limitation of Liability), 8 (Indemnification), 9.5 (Effect of Termination), and 10 (General Provisions) will survive termination.

10. General Provisions

10.1 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in Toronto, Ontario, and the parties hereby consent to personal jurisdiction and venue therein.

10.2 Entire Agreement

These Terms, together with the Privacy Policy and any order forms or subscription agreements, constitute the entire agreement between you and QuantumLayers regarding the Service and supersede all prior or contemporaneous communications, whether electronic, oral, or written.

10.3 Modifications to Terms

QuantumLayers may modify these Terms from time to time. We will provide notice of material changes by posting the updated Terms on our website and updating the “Last Updated” date, and by sending notice to the email address associated with your account. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must stop using the Service.

10.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without QuantumLayers’ prior written consent. QuantumLayers may assign these Terms or any rights or obligations hereunder without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section will be void.

10.5 Waiver

No waiver of any provision of these Terms will be deemed or will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless otherwise expressly provided in writing.

10.6 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be affected or impaired thereby.

10.7 Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms (except for payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, war, labor disputes, pandemics, government actions, internet service provider failures, or power outages.

10.8 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

10.9 Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

10.10 Export Compliance

You acknowledge that the Service may be subject to export control laws and regulations. You agree to comply with all applicable export and import control laws and regulations in your use of the Service.

10.11 Government Use

If you are a government entity, the Service is “commercial computer software” and “commercial computer software documentation” as those terms are used in applicable procurement regulations. Use, reproduction, and disclosure are subject to the restrictions set forth in these Terms.

10.12 Notices

All notices under these Terms must be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed facsimile or email; (c) sent by commercial overnight courier with written verification of receipt; or (d) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid.

Notices to QuantumLayers should be sent to:

QuantumLayers Inc.
Email: contact@quantumlayers.com

Notices to you will be sent to the email address associated with your account.

10.13 Language

The parties acknowledge that they have required these Terms and all related documents to be drafted in English. Les parties reconnaissent avoir exigé que la présente convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

11. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:

(a) In any way that violates any applicable federal, provincial, local, or international law or regulation;

(b) To transmit, or procure the sending of, any advertising or promotional material without our prior written consent;

(c) To impersonate or attempt to impersonate QuantumLayers, a QuantumLayers employee, another user, or any other person or entity;

(d) To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm QuantumLayers or users of the Service or expose them to liability;

(e) To introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

(f) To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service;

(g) To attack the Service via a denial-of-service attack or a distributed denial-of-service attack.

12. Feedback

If you provide QuantumLayers with any suggestions, comments, or other feedback regarding the Service (“Feedback”), you grant QuantumLayers an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such Feedback in any manner and for any purpose without compensation or attribution to you.

13. Dispute Resolution

13.1 Informal Resolution

Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in Section 10.12. If a dispute is not resolved within sixty (60) days of notice, either party may bring a formal proceeding.

13.2 Arbitration (Optional – Enterprise Plans Only)

For Enterprise Plan customers, disputes may be resolved through binding arbitration in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. The arbitration will be conducted in Toronto, Ontario, in English. Each party will bear its own costs and expenses.

13.3 Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

14. Contact Information

If you have any questions about these Terms, please contact us at:

QuantumLayers Inc.
Email: contact@quantumlayers.com
Website: www.quantumlayers.com

BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.