Terms of Service

1. Scope of Services

These Terms of Service ("Terms") govern the relationship between Quandry Labs LLC, a Delaware limited liability company ("Quandry Labs," "we," "us"), and the client entity ("Client," "you") engaging our consulting, integration, and automation services.

The specific scope, deliverables, timeline, and pricing for each engagement are defined in a separately executed Statement of Work ("SOW") or engagement letter. These Terms apply to all SOWs unless expressly modified in writing.

Our services include but are not limited to:

• Security system integration (SIEM, SOAR, EDR, ticketing)
• Automation design and implementation
• AI-powered workflow development
• Architecture consulting and gap analysis
• Ongoing support and maintenance retainers

2. Intellectual Property

Intellectual property rights are governed by the following two provisions, which constitute the complete IP framework for all engagements:

Pre-existing IP

Each party retains all rights to intellectual property that existed prior to the engagement. Any pre-existing Quandry Labs tools, libraries, or frameworks used in delivering a solution remain Quandry Labs property regardless of which IP clause applies to the engagement output.

License grant

For IP governed by Clause A, Quandry Labs grants the Client a non-exclusive, perpetual, non-transferable license to use, deploy, and modify the delivered solution solely within the Client's internal operations. The Client may not sublicense, resell, or redistribute the solution without prior written consent.

3. Payment Terms

• Invoicing — invoices are issued per the schedule defined in the SOW (typically milestone-based or monthly)
• Payment due — net-30 days from invoice date
• Currency — all fees are in US dollars unless otherwise stated in the SOW
• Late payment — overdue invoices accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower)
• Expenses — pre-approved out-of-pocket expenses are billed at cost with documentation
• Scope changes — work outside the SOW scope requires a written change order with agreed pricing before work begins

Quandry Labs reserves the right to pause work on any engagement where invoices are more than 30 days overdue, upon 7 days written notice.

4. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information disclosed during the engagement ("Confidential Information"). This obligation includes:

• Technical specifications, system architectures, and security configurations
• Business strategies, pricing, customer data, and financial information
• Proprietary methodologies, tools, and trade secrets
• Any information marked or reasonably understood to be confidential

Confidential Information may only be disclosed to personnel with a need-to-know and under equivalent confidentiality obligations. This obligation survives termination for a period of 5 years.

Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order (with prompt notice to the disclosing party).

5. Warranties & Disclaimers

Quandry Labs warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Deliverables will materially conform to the specifications in the applicable SOW for a period of 30 days following acceptance
• We have the right and authority to enter into engagements and grant any licenses described herein

DISCLAIMER: EXCEPT AS EXPRESSLY SET FORTH ABOVE, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." QUANDRY LABS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6. Limitation of Liability

Cap on damages: In no event shall either party's total aggregate liability under these Terms or any SOW exceed the total fees paid or payable by Client to Quandry Labs under the applicable SOW during the twelve (12) months preceding the claim.

Exclusion of consequential damages: Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, regardless of the theory of liability.

Exceptions: These limitations do not apply to: (a) breach of confidentiality obligations; (b) IP infringement claims; (c) willful misconduct or gross negligence; or (d) Client's payment obligations.

7. Indemnification

By Quandry Labs

Quandry Labs will defend, indemnify, and hold harmless the Client from third-party claims alleging that deliverables provided under these Terms infringe a valid patent, copyright, or trade secret, provided the Client: (a) promptly notifies Quandry Labs; (b) grants sole control of the defense; and (c) provides reasonable cooperation.

By Client

Client will defend, indemnify, and hold harmless Quandry Labs from third-party claims arising from: (a) Client's use of deliverables in violation of these Terms; (b) Client-provided materials, data, or specifications; or (c) Client's breach of applicable law.

8. Termination

• For convenience — either party may terminate an engagement with 30 days written notice. Client remains liable for all work performed and expenses incurred through the termination date.
• For cause — either party may terminate immediately upon material breach that remains uncured 15 days after written notice.
• Effect of termination — upon termination, Quandry Labs will deliver all completed and in-progress work product. Sections on IP, confidentiality, liability, and indemnification survive termination.

9. Dispute Resolution

The parties agree to resolve disputes through the following escalation process:

1. Good faith negotiation — representatives of each party shall attempt to resolve any dispute within 30 days of written notice
2. Mediation — if negotiation fails, the parties agree to non-binding mediation administered by a mutually agreed mediator
3. Arbitration — if mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, conducted in the State of Delaware

Injunctive relief: Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction to protect intellectual property rights or Confidential Information.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws provisions. Any legal proceedings not subject to arbitration shall be brought exclusively in the state or federal courts located in Delaware.

11. General Provisions

• Entire agreement — these Terms, together with any SOW, constitute the complete agreement between the parties and supersede all prior discussions
• Amendment — modifications must be in writing and signed by both parties
• Assignment — neither party may assign these Terms without prior written consent, except in connection with a merger or acquisition
• Severability — if any provision is found unenforceable, the remaining provisions continue in full force
• Waiver — failure to enforce any provision does not constitute a waiver of future enforcement
• Force majeure — neither party is liable for delays caused by events beyond reasonable control (natural disasters, war, pandemics, government actions)
• Independent contractors — Quandry Labs operates as an independent contractor. Nothing in these Terms creates an employment, partnership, or agency relationship.
• Notices — all legal notices must be in writing and delivered to the addresses specified in the applicable SOW or to [email protected]

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