Please read these terms and conditions carefully before using our services. They govern your relationship with That Is A Q.
By accessing, using, or engaging the services of That Is A Q ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to all terms and conditions, you must not use our services.
These Terms apply to all visitors, clients, contractors, and anyone else who uses or accesses the services. By proceeding to use the services, you accept, agree to, and commit to abiding by all of the Terms and Conditions outlined herein.
You represent and warrant that you are at least 18 years of age and have the legal authority to enter into binding agreements. If you are using our services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.
That Is A Q provides a range of digital services including but not limited to:
The specific scope of services will be defined in individual Statements of Work (SOWs) or service agreements executed between the parties. Each SOW shall be considered an attachment to and governed by these Terms.
Note: Our services are designed to be collaborative. We work closely with clients throughout the development process to ensure alignment with their vision and business objectives.
All engagements shall commence upon the execution of a mutually agreed-upon Statement of Work (SOW), proposal acceptance, or written agreement. Both parties agree to act in good faith throughout the engagement.
To ensure successful delivery, clients agree to:
Any changes to the original scope of work shall be documented in a written change order, signed by both parties. Additional work outside the original scope may result in additional fees and extended timelines.
Important: Scope changes requested after a milestone has been approved and signed off may incur additional charges at our standard hourly rate. All changes require mutual written agreement.
All fees for services are as outlined in the applicable SOW, proposal, or pricing page. Fees are quoted in USD unless otherwise stated. Prices are subject to applicable taxes unless the client provides a valid tax-exempt certificate.
Costs for third-party services, including but not limited to hosting, domain registration, API fees, stock assets, and software licenses, are the responsibility of the client unless otherwise agreed in writing. We may procure these services on your behalf as a convenience, but you remain responsible for payment.
Upon full payment of all fees, we grant the client a perpetual, worldwide, non-exclusive license to use all custom deliverables specifically created for the client. This includes design files, source code, documentation, and other work product directly attributable to the engagement.
We retain all rights to any pre-existing materials, frameworks, libraries, tools, templates, methodologies, and knowledge that we bring to or develop during the engagement. You are granted a non-exclusive, non-transferable license to use such materials solely as incorporated into the delivered work product.
You retain all rights to materials you provide to us. By providing materials to us, you grant us a limited, non-exclusive license to use such materials solely for the purpose of performing the services described in the engagement.
Unless you explicitly request confidentiality in writing, we reserve the right to display completed work, project descriptions, and client names in our portfolio, marketing materials, case studies, and promotional content. We will provide you with advance notice before publishing any new work product.
The work product may incorporate open-source software components governed by their respective licenses. These licenses are not modified by this agreement and shall be disclosed in the project documentation.
Important: Intellectual property rights transfer only upon full and final payment. Until all fees are paid in full, all deliverables remain the property of That Is A Q.
Both parties acknowledge that during the course of the engagement, they may have access to confidential information belonging to the other party. "Confidential Information" means any non-public information, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
The confidentiality obligations do not apply to information that:
Confidentiality obligations shall survive the termination of this agreement for a period of three (3) years. Trade secrets and proprietary source code shall remain confidential indefinitely.
Both parties agree to maintain a professional and respectful working relationship throughout the engagement. The following standards apply:
Violation of this Code of Conduct may result in immediate termination of the engagement at the discretion of That Is A Q, with applicable fees for work completed to date remaining due.
We warrant that:
You warrant that:
EXCEPT AS EXPRESSLY WARRANTED HEREIN, OUR SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT OUR SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO WARRANTY THAT YOUR USE OF OUR SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THAT IS A Q, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Our services are for technological and digital purposes. Nothing in these Terms constitutes legal, financial, medical, or other professional advice. You should consult with appropriate professionals before making business, legal, or financial decisions based on any information or recommendations provided.
Note: Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability shall be limited to the fullest extent permitted by law.
Either party may terminate this agreement or any engagement by providing thirty (30) days written notice to the other party. Upon termination, the client shall pay for all services rendered and expenses incurred up to the effective date of termination.
Either party may terminate this agreement immediately upon written notice if the other party:
Upon termination:
You agree to indemnify, defend, and hold harmless That Is A Q and its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:
We agree to indemnify, defend, and hold harmless you from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from third-party claims that our deliverables, as specifically commissioned and paid for, infringe a valid intellectual property right, provided you:
If any deliverable becomes, or in our reasonable opinion is likely to become, the subject of an infringement claim, we may, at our option, procure for you the right to continue using the deliverable, replace or modify the deliverable to make it non-infringing, or refund the fees paid for the affected deliverable and terminate the related engagement.
In the event of any dispute arising out of or relating to these Terms, the parties agree to first attempt to resolve the dispute through good faith negotiation between senior executives of both parties who have authority to settle the matter. Such negotiations shall commence within fourteen (14) days of written notice of the dispute.
If the dispute is not resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed-upon mediator before pursuing any legal action.
If mediation does not resolve the dispute, any remaining claims shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in San Francisco, California, and judgment on the award may be entered in any court of competent jurisdiction.
Class Action Waiver: BY ENTERING INTO THESE TERMS, YOU AND THAT IS A Q AGREE THAT DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT AS PART OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Nothing in this Section 12 shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute.
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
Any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in San Francisco County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
We reserve the right to modify these Terms at any time. If we make material changes to these Terms, we will notify you by:
The updated Terms shall become effective upon posting. Your continued use of our services after the effective date constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of our services and may terminate this agreement per Section 10.
We encourage you to review these Terms periodically for updates. The version of these Terms in effect at the time you use our services shall govern your use.
If you have any questions about these Terms of Service, please contact us using the information below:
We're here to help. Reach out to our legal team for any inquiries about these Terms or your engagement with us.