These Terms of Service (the "Terms") are a binding agreement between PreQMS, LLC, a Florida limited liability company ("PreQMS," "we," "us," or "our"), and the entity or individual that accesses or uses the Service ("Customer," "you," or "your"). These Terms govern your access to and use of the PreQMS platform, websites, applications, and related services (collectively, the "Service").
By accessing or using the Service, by clicking "I agree" or a similar button, or by executing an order that references these Terms, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "Customer" refers to that entity. If you do not have such authority, or if you do not agree to these Terms, you may not access or use the Service.
Your use of the Service is also subject to the PreQMS Privacy Policy, which is incorporated into these Terms by reference.
PLEASE READ SECTIONS 10 (CUSTOMER REPRESENTATIONS AND WARRANTIES), 17 (AI FEATURES), 18 (CUSTOMER RESPONSIBILITY FOR REGULATORY COMPLIANCE), 19 (NO REGULATORY, LEGAL, MEDICAL, OR PROFESSIONAL ADVICE; REGULATORY DISCLAIMER), 26 (DISCLAIMER OF WARRANTIES), 27 (LIMITATION OF LIABILITY), AND 28 (INDEMNIFICATION) CAREFULLY. THEY LIMIT OUR LIABILITY, DISCLAIM WARRANTIES, ALLOCATE RISK TO YOU, AND REQUIRE YOU TO INDEMNIFY US.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"AI Features" means any functionality of the Service that uses artificial intelligence, machine learning, large language models, or similar technologies to generate, draft, suggest, summarize, transform, or analyze content, whether provided by PreQMS or a Third-Party AI Provider.
"AI Output" means any content generated or returned by the AI Features in response to Customer Data or prompts.
"Authorized User" means an individual whom Customer authorizes to access and use the Service under Customer's account, including Customer's employees, contractors, and agents.
"Customer Data" means all information that Customer or its Authorized Users submit to, upload to, or generate within the Service — including data, documents, text, source code, files, prompts, inputs, requirements, and designs — together with any AI Output that Customer elects to save, retain, modify, or incorporate into Customer's documentation. Customer Data excludes the PreQMS Materials.
"Documentation" means the user guides, help materials, and other documentation for the Service made available by PreQMS.
"Order" means an online ordering process, order form, or subscription selection through which Customer subscribes to the Service.
"PreQMS Materials" means the Service, the Documentation, and all software, technology, templates, models, user interfaces, know-how, and other materials made available by PreQMS, together with all modifications and improvements to them.
"Third-Party AI Provider" means any third-party provider of artificial intelligence or machine learning models or services used to power the AI Features, including, as of the Last Updated date, Anthropic, PBC ("Anthropic").
"Third-Party Services" means products, services, integrations, or content provided by third parties, including Third-Party AI Providers, hosting and infrastructure providers, and payment processors.
2.1 What the Service Is. The Service is a documentation platform that helps Customer author, organize, and manage documentation, which may include software requirements, software design descriptions, use cases, test cases, traceability information, risk documentation, and other medical device and software documentation, together with optional AI-assisted drafting functionality.
2.2 What the Service Is Not. Customer acknowledges and agrees that the Service is a documentation authoring tool only. The Service is NOT, and PreQMS does not provide, and Customer will not use or represent the Service as: (a) a Quality Management System (QMS) or electronic quality management system (eQMS); (b) validated software, or software qualified, validated, or verified for any regulated use; (c) regulatory, compliance, or "compliant" software; (d) legal advice or legal services; (e) regulatory affairs advice, consulting, or services; (f) engineering advice, consulting, or services; (g) quality advice, consulting, or services; (h) medical or clinical advice or services; (i) cybersecurity advice, consulting, or services; or (j) risk management software or a risk management system. The Service does not make, and is not a substitute for, the professional judgment, review, or decisions of qualified personnel.
2.3 No Reliance. Customer is solely responsible for exercising its own independent professional judgment regarding all documentation, decisions, and regulatory activities. Customer may not rely on the Service, any templates or example content, or any AI Output as a substitute for qualified human review, verification, or validation.
The Service is intended solely for business and professional use by entities and individuals capable of forming legally binding contracts. To use the Service, you must be at least eighteen (18) years old and not barred from using the Service under applicable law. By using the Service, you represent and warrant that you meet these requirements and that all registration information you submit is accurate and current.
4.1 Account Creation. To access most features of the Service, Customer must create an account and designate Authorized Users. Customer must provide accurate, complete, and current information and keep it updated.
4.2 Authorized Users. Customer is responsible for all activity occurring under its account and its Authorized Users' credentials, and for ensuring that its Authorized Users comply with these Terms. Customer is responsible for any breach of these Terms by its Authorized Users.
4.3 Account Security. Customer is responsible for maintaining the confidentiality of account credentials and for restricting access to its account. Customer will promptly notify PreQMS of any unauthorized access to or use of its account.
5.1 License to Customer. Subject to these Terms and payment of applicable fees, PreQMS grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service and Documentation during the subscription term solely for Customer's internal business purposes.
5.2 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) copy, modify, translate, or create derivative works of the PreQMS Materials; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, or underlying structure of the Service, except to the extent this restriction is prohibited by applicable law; (c) rent, lease, lend, sell, sublicense, distribute, or provide the Service to any third party, including as a service bureau or on a time-sharing basis; (d) access or use the Service to build or benchmark a competing product or service, or to train any machine learning or artificial intelligence model; (e) remove or obscure any proprietary notices; (f) circumvent or disable any usage limits, security, or access controls; (g) use the Service in violation of any applicable law or these Terms; or (h) introduce any malicious code or interfere with the integrity or performance of the Service.
5.3 Reservation of Rights. Except for the limited rights expressly granted in these Terms, PreQMS and its licensors reserve all rights, title, and interest in and to the PreQMS Materials. No rights are granted by implication, estoppel, or otherwise.
6.1 Subscriptions. The Service is provided on a subscription basis. The features, usage limits, number of Authorized Users, and applicable fees are described in the applicable Order or plan selection. PreQMS may offer different plan tiers and may modify the features included in any plan on a prospective basis.
6.2 Usage Limits. Customer's use of the Service is subject to the usage limits described in the applicable plan or Order, including limits on Authorized Users, workspaces, modules, storage, and AI usage (for example, credit-based limits on AI Features). PreQMS may throttle, suspend, or charge additional fees for usage exceeding those limits.
6.3 Auto-Renewal. Unless otherwise stated in an Order, subscriptions automatically renew for successive periods equal to the initial term unless either party provides notice of non-renewal before the end of the then-current term. Applicable fees for a renewal term will be at PreQMS's then-current rates unless otherwise agreed.
7.1 Fees. Customer will pay all fees specified in the applicable Order or plan. Except as expressly stated in these Terms, all fees are non-cancelable and all payments are non-refundable.
7.2 Payment. Customer authorizes PreQMS and its third-party payment processor to charge Customer's designated payment method for all applicable fees. Customer is responsible for providing complete and accurate billing information and for keeping it current.
7.3 Late Payment. Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. PreQMS may suspend the Service for non-payment in accordance with Section 30.
7.4 Price Changes. PreQMS may change its fees on a prospective basis. Changes to recurring fees will take effect at the start of the next renewal term.
7.5 Payment Processors. Payments are processed by third-party payment processors and are subject to their terms. PreQMS is not responsible for the acts or omissions of any payment processor.
Fees are exclusive of all taxes, levies, duties, or similar governmental assessments ("Taxes"), including value-added, sales, use, or withholding taxes. Customer is responsible for all Taxes associated with its purchases, excluding Taxes based on PreQMS's net income. If PreQMS is obligated to collect or pay Taxes for which Customer is responsible, PreQMS will invoice Customer and Customer will pay that amount unless Customer provides a valid tax exemption certificate.
9.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. PreQMS does not claim ownership of Customer Data.
9.2 License to PreQMS. Customer grants PreQMS a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and use Customer Data, and to transmit Customer Data to Third-Party AI Providers and other subprocessors, in each case solely as necessary to provide, maintain, secure, troubleshoot, monitor, and improve the Service and AI Features and to comply with law.
9.3 Customer Responsibility. Customer is solely responsible for Customer Data, including its accuracy, quality, legality, and the means by which Customer acquired it, and for the representations and warranties in Section 10.
9.4 Aggregated and De-Identified Data. PreQMS may collect and use aggregated, anonymized, or de-identified data derived from the operation of the Service (which does not identify Customer or any individual) for any lawful purpose, including to operate, analyze, and improve the Service.
9.5 Sensitive Data; HIPAA. Customer is responsible for determining whether the Service is appropriate for the type of data Customer submits. The Service is not intended to receive, store, or process Protected Health Information ("PHI") as defined under the Health Insurance Portability and Accountability Act ("HIPAA") unless the parties have executed a Business Associate Agreement ("BAA"). Customer will not upload or submit PHI absent such an agreement. Customer will not submit payment card data, government-issued identifiers, or other highly regulated categories of data unless the parties have agreed in writing.
9.6 Data Processing Addendum. If Customer requires a Data Processing Addendum ("DPA") to comply with the GDPR or other applicable data protection laws, the parties may execute PreQMS's standard DPA, which will govern the processing of personal data contained in Customer Data and will supplement these Terms.
Customer represents and warrants, on an ongoing basis, that: (a) Customer owns or has all necessary rights in the Customer Data it submits; (b) Customer has full authority to upload and submit the Customer Data to the Service; (c) Customer has all rights, consents, and permissions necessary to authorize the transmission of Customer Data to Anthropic and any other Third-Party AI Provider as described in these Terms; (d) the Customer Data, and its submission and use in the Service, do not and will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, confidentiality, or other right of any third party; (e) the Customer Data is not unlawful and its submission does not violate these Terms or any applicable law; (f) Customer's submission, use, and transmission of Customer Data comply with all applicable export control and economic sanctions laws; and (g) the Customer Data does not contain trade secrets belonging to any third party without authorization. Customer is solely responsible for any breach of these representations and warranties.
Customer is responsible for maintaining its own independent backups of Customer Data. While PreQMS may perform routine backups for its own operational purposes, PreQMS does not guarantee that any backup will be available, complete, or recoverable, and PreQMS is not a backup, archival, or records-retention service. Customer bears all risk of loss of Customer Data, should retain copies of all Customer Data outside the Service, and should periodically verify its exported backups.
12.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that is or becomes public through no fault of Recipient, was rightfully known without confidentiality obligation, is independently developed, or is rightfully obtained from a third party.
12.2 Obligations. Recipient will (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms and (b) protect it using at least the same degree of care it uses for its own confidential information (and no less than reasonable care). Recipient may disclose Confidential Information if required by law, provided it gives reasonable prior notice where legally permitted.
12.3 Residuals. Subject to each party's confidentiality obligations, nothing in these Terms restricts either party from using general knowledge, skills, experience, ideas, concepts, or know-how retained in the unaided memory of its personnel who have had access to the other party's Confidential Information. This Section does not authorize the disclosure of Confidential Information, and does not grant any license under either party's patents or copyrights.
The PreQMS Materials, and all intellectual property rights in them, are and will remain the exclusive property of PreQMS and its licensors. The Service is licensed, not sold. Nothing in these Terms transfers to Customer any ownership of the PreQMS Materials. "PreQMS," the PreQMS logo, and other PreQMS marks are trademarks of PreQMS, and Customer may not use them without prior written consent.
If Customer or its Authorized Users provide suggestions, ideas, or other feedback regarding the Service ("Feedback"), Customer grants PreQMS a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use and exploit the Feedback for any purpose, without attribution, restriction, or compensation. Feedback is provided "as is" and Customer has no obligation to provide it.
Customer will not, and will not permit any Authorized User to, use the Service to: (a) violate any law, regulation, or third-party right; (b) upload or transmit any material that is unlawful, infringing, defamatory, or malicious; (c) gain unauthorized access to any system or data; (d) interfere with or disrupt the integrity or performance of the Service; (e) transmit any viruses or malicious code; (f) engage in any activity that imposes an unreasonable or disproportionately large load on the Service; or (g) use the Service in any manner not permitted by these Terms. PreQMS may investigate suspected violations and may remove content or suspend access in accordance with Section 30.
16.1 Third-Party Services. The Service may interoperate with or provide access to Third-Party Services. Third-Party Services are governed by their own terms and privacy policies, and PreQMS does not control and is not responsible for Third-Party Services, including their availability, accuracy, security, or practices. Customer's use of Third-Party Services is at Customer's own risk. Any exchange of data between Customer and a Third-Party Service is solely between Customer and that provider.
16.2 Open-Source Software. The Service may incorporate open-source software components that are governed by their applicable open-source licenses. To the extent required, those licenses are identified or made available in the Documentation or on request. Nothing in these Terms limits Customer's rights under, or grants rights in conflict with, any applicable open-source license.
17.1 Assistive Tool Only. The AI Features are an optional, assistive drafting aid only. They are not a substitute for professional judgment, review, verification, or validation by qualified personnel. AI Output is generated by automated systems and is not reviewed by PreQMS for accuracy, completeness, or fitness for any purpose.
17.2 Nature of AI Output. Customer acknowledges and agrees that AI Output: (a) may be inaccurate, incorrect, or misleading; (b) may contain fabricated, invented, or "hallucinated" content; (c) may be incomplete; (d) may be outdated or fail to reflect current standards, guidance, or regulatory expectations; (e) may not satisfy, and may conflict with, applicable regulatory, quality, or legal requirements; and (f) may vary between requests even for identical inputs.
17.3 Customer Responsibility; Waiver. Customer is solely and exclusively responsible for reviewing, verifying, validating, testing, editing, approving, and accepting all AI Output before any use or reliance. Customer may never rely solely on AI Output. Customer assumes all risks arising from or related to the AI Features and any use of AI Output, including any regulatory, quality, safety, or legal consequences. To the maximum extent permitted by applicable law, Customer waives any claim against PreQMS arising out of or related to Customer's reliance on AI Output.
17.4 Transmission to Third-Party AI Providers. The AI Features currently transmit Customer Data, including prompts and related content, to Anthropic, and may in the future transmit such content to other Third-Party AI Providers, in each case solely to generate AI Output. Customer expressly authorizes and instructs PreQMS to transmit submitted prompts and related Customer Data to Anthropic and to future Third-Party AI Providers for this purpose. Customer's representations in Section 10 apply to all such content.
17.5 No Responsibility for AI Providers. PreQMS is not responsible or liable for, and Customer assumes all risk relating to: Anthropic and any future Third-Party AI Provider; the availability, performance, or discontinuation of any AI model or service; AI outages or interruptions; AI hallucinations or inaccuracies; the security, privacy, or data-handling practices of any Third-Party AI Provider; AI accuracy or completeness; any decisions, recommendations, or outputs produced by AI; AI failures or errors; and the behavior of any third-party model. Third-Party AI Providers may use their own subcontractors and infrastructure providers to deliver their services. Third-Party AI Providers, and their subcontractors, are Third-Party Services under Section 16.
17.6 Changes to AI Features. AI Features may be subject to usage limits (including credit-based metering). PreQMS may add, replace, suspend, or discontinue AI Features or Third-Party AI Providers at any time. Material changes affecting the processing of Customer Data will be reflected in the Privacy Policy and/or subprocessor list where applicable.
17.7 Ownership of AI Output. As between the parties, and subject to applicable law and any applicable Third-Party AI Provider terms, PreQMS assigns to Customer any rights PreQMS may have in AI Output generated specifically for Customer. Customer acknowledges that AI Output is produced by automated systems, may not be unique or original, and that the same or substantially similar output may be generated for other users. PreQMS makes no representation that AI Output is free of third-party rights, and Customer is responsible for confirming its rights to use AI Output. AI Output that Customer elects to save, retain, modify, or incorporate into its documentation is Customer Data under these Terms.
18.1 No Compliance Services. Customer acknowledges and agrees that PreQMS does not perform, and is not responsible for performing, any regulatory, quality, or compliance activity on Customer's behalf. The Service is a documentation tool that supports Customer's own processes and does not perform, replace, or discharge any of Customer's obligations.
18.2 Customer's Sole Responsibility. Customer is solely and exclusively responsible for all regulatory, quality, and compliance activities relating to its products and organization, including: the Design History File (DHF); the Device Master Record (DMR); the Technical File and technical documentation; design controls; traceability; verification; validation; software validation; risk management; cybersecurity; clinical evaluation; usability and human factors engineering; FDA submissions; EU MDR and UK MDR conformity; premarket approval (PMA); 510(k); De Novo; audits and inspections; corrective and preventive action (CAPA); complaint handling; and recalls and field actions.
18.3 No Reliance. Customer will not rely on the Service, any templates or example content, or any AI Output as a substitute for its own qualified review, verification, validation, and professional judgment.
19.1 No Professional Advice. The Service does not provide legal, regulatory, quality, engineering, medical, clinical, cybersecurity, or professional advice, and no content within the Service (including templates, examples, checklists, and AI Output) constitutes such advice. Customer must obtain advice from its own qualified professionals.
19.2 No Guarantee of Outcomes. Use of the Service does NOT ensure, guarantee, or result in, and PreQMS makes no representation or warranty regarding: FDA clearance; FDA approval; 510(k) clearance; De Novo classification; premarket approval (PMA); EU MDR compliance; UKCA compliance; ISO 13485 compliance; IEC 62304 compliance; ISO 14971 compliance; ISO/IEC 27001 compliance; the outcome of any audit or inspection; regulatory acceptance of any submission; notified body approval or certification; or compliance with any law, regulation, standard, or guidance.
19.3 Customer Validation. Customer acknowledges that PreQMS has not been validated by Customer for Customer's intended use, and Customer is solely responsible for determining whether validation of the Service is required under applicable regulations and, if so, for performing and documenting that validation.
PreQMS will use commercially reasonable efforts to make the Service available, but does not guarantee that the Service will be uninterrupted, timely, secure, or error-free. The Service is provided on an "as available" basis. The Service may be unavailable due to maintenance, updates, third-party outages, force majeure, or other causes. Unless expressly stated in a separately executed Service Level Agreement ("SLA") signed by PreQMS, PreQMS makes no uptime, availability, or support commitment, and Customer acknowledges that no service levels apply.
PreQMS may perform scheduled or emergency maintenance, updates, and upgrades to the Service, which may result in temporary unavailability. PreQMS will use commercially reasonable efforts to limit disruption but is not required to provide advance notice of maintenance.
PreQMS may offer features identified as alpha, beta, preview, evaluation, experimental, or "early access" ("Beta Features"). Beta Features are provided "as is" and "as available," may be changed or discontinued at any time, may never become generally available, may be unstable, and are excluded from any availability commitment. Beta Features are provided solely for evaluation, and PreQMS disclaims all warranties and all liability for Beta Features to the maximum extent permitted by law.
PreQMS will maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of the Service and designed to protect Customer Data. However, no method of transmission or storage is completely secure, and PreQMS does not guarantee that the Service or Customer Data will be free from unauthorized access, loss, or alteration. Customer is responsible for configuring and using the Service securely, including managing Authorized User access and permissions.
Customer is responsible for maintaining the security and confidentiality of all passwords and credentials for its account and Authorized Users, and for all activity that occurs under them. Customer will use strong, unique credentials, will not share credentials, and will promptly notify PreQMS of any suspected compromise. PreQMS is not liable for any loss or damage arising from Customer's failure to safeguard credentials.
Customer will comply with all applicable export control and economic sanctions laws and regulations, including those of the United States. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions, and is not identified on any restricted-party or sanctions list. Customer will not access or use the Service, or export, re-export, or transfer the Service or any Customer Data, in violation of such laws.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE PREQMS MATERIALS, ALL AI FEATURES, ALL AI OUTPUT, AND ALL THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. PREQMS AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING, PREQMS DOES NOT WARRANT THAT: (A) THE SERVICE OR AI FEATURES WILL MEET CUSTOMER'S REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT, INCLUDING ANY REGULATORY OUTCOME; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY CONTENT, INCLUDING AI OUTPUT, WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR FIT FOR ANY PURPOSE; OR (D) ERRORS WILL BE CORRECTED. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF THE SERVICE, INCLUDING ANY RELIANCE ON AI OUTPUT.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to Customer to the extent prohibited by applicable law.
27.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PREQMS OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT PREQMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
27.2 Excluded Matters. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PREQMS WILL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO, AND CUSTOMER ASSUMES ALL RISK FOR: (A) FDA WARNING LETTERS, FORM 483 OBSERVATIONS, OR OTHER REGULATORY ACTIONS; (B) RECALLS, FIELD ACTIONS, OR REMOVALS; (C) PATIENT, USER, OR PERSONAL INJURY, ILLNESS, OR DEATH; (D) CLINICAL, MEDICAL, OR TREATMENT DECISIONS; (E) DEFECTS IN CUSTOMER'S PRODUCTS, DEVICES, OR SOFTWARE; (F) CUSTOMER DATA OR CUSTOMER'S DOCUMENTATION; (G) AI OUTPUT AND USE OF THE AI FEATURES; (H) REGULATORY SUBMISSIONS OR THEIR OUTCOMES; (I) FAILED, ADVERSE, OR UNSUCCESSFUL AUDITS, INSPECTIONS, OR CERTIFICATIONS; (J) BUSINESS INTERRUPTION; (K) LOST PROFITS, REVENUE, OR GOODWILL; (L) LOSS OF OR DAMAGE TO DATA; (M) THIRD-PARTY OUTAGES, INTERNET OR TELECOMMUNICATIONS FAILURES, OR CLOUD OR HOSTING PROVIDER FAILURES; (N) ACTS, OMISSIONS, OR FAILURES OF ANTHROPIC OR ANY THIRD-PARTY AI PROVIDER; (O) SECURITY INCIDENTS, DATA BREACHES, OR CYBERATTACKS NOT CAUSED SOLELY BY PREQMS'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (P) FORCE MAJEURE EVENTS; (Q) ANY CLAIM OF INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF THIRD-PARTY RIGHTS ARISING FROM CUSTOMER DATA OR CONTENT SUBMITTED BY CUSTOMER; (R) ANY DATA OR CONTENT SUBMITTED BY CUSTOMER; AND (S) ALGORITHMIC ERRORS OR MODEL BEHAVIOR.
27.3 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF PREQMS AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PREQMS FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
27.4 Basis of the Bargain. The limitations and exclusions in this Section 27 apply even if any remedy fails of its essential purpose, and reflect the allocation of risk between the parties and are a fundamental basis of the bargain. Some jurisdictions do not allow certain limitations, so some of the above may not apply to Customer to the extent prohibited by applicable law.
Customer will defend, indemnify, and hold harmless PreQMS and its Affiliates and their respective officers, directors, employees, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data and Customer's documentation; (b) Customer's or its Authorized Users' use of the Service, AI Features, or AI Output; (c) Customer's products, devices, or software, and any regulatory submissions or activities relating to them; (d) any injury, illness, death, recall, regulatory action, or audit outcome relating to Customer's products; (e) Customer's breach of these Terms, including the representations and warranties in Section 10, or violation of any law or third-party right; or (f) any claim that Customer Data infringes, misappropriates, or violates the rights of any third party. PreQMS will provide Customer with reasonable notice of the claim and reasonable cooperation, at Customer's expense. Customer may not settle any claim in a manner that imposes any obligation or admission on PreQMS without PreQMS's prior written consent.
Customer acknowledges that PreQMS is not required to maintain any particular type or level of insurance except where required by applicable law.
PreQMS may suspend Customer's or any Authorized User's access to the Service, in whole or in part, immediately and without liability, if: (a) Customer fails to pay fees when due; (b) PreQMS reasonably believes Customer has violated these Terms, including the Acceptable Use provisions; (c) suspension is necessary to protect the security, integrity, or availability of the Service or any third party; (d) required by law; or (e) Customer's use creates a security risk or exposes PreQMS to potential legal liability. PreQMS will use reasonable efforts to notify Customer where practicable. Suspension does not relieve Customer of its payment obligations.
31.1 Term. These Terms begin when Customer first accepts them or accesses the Service and continue until all subscriptions have expired or been terminated.
31.2 Termination for Cause. Either party may terminate these Terms or any subscription if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice. PreQMS may terminate immediately for Customer's breach of Sections 5 (License Restrictions), 15 (Acceptable Use), or 25 (Export Control).
31.3 Termination for Convenience. Either party may elect not to renew a subscription as provided in Section 6.3. PreQMS may terminate a free or trial plan at any time.
Upon termination or expiration: (a) Customer's right to access and use the Service ceases; (b) Customer remains responsible for all fees accrued through the effective date of termination; and (c) each party will return or destroy the other's Confidential Information on request. Customer is responsible for exporting Customer Data before termination. Following termination, PreQMS may delete Customer Data in the ordinary course, subject to our backup and deletion retention policies, and has no obligation to retain it, except as required by law. Any provision that by its nature should survive termination will survive, including Sections 1, 5.2–5.3, 9, 10, 12–14, 16–19, 26–29, and 32–45.
PreQMS will not be liable for any delay or failure to perform arising from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemics or pandemics, failures of the internet or telecommunications, utility or power failures, supply chain disruptions, acts or omissions of vendors, failures or outages of cloud, hosting, or Third-Party AI Providers, cyberattacks, or other force majeure events.
These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Subject to Section 36, the parties consent to the exclusive jurisdiction of, and venue in, the state and federal courts located in Okaloosa, Florida, for any dispute arising out of or related to these Terms or the Service, and each party waives any objection to such jurisdiction or venue, including on grounds of inconvenient forum.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.
Customer may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without PreQMS's prior written consent. Any attempted assignment in violation of this Section is void. PreQMS may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.
PreQMS may provide notices to Customer by email to the address associated with Customer's account, by posting within the Service, or by other reasonable means, and such notices are deemed given when sent or posted. Customer consents to receive communications from PreQMS electronically, and agrees that electronic communications satisfy any legal requirement that a communication be in writing. Notices to PreQMS must be sent to the contact address in Section 45.
By clicking "I agree," creating an account, placing an Order, or otherwise accessing or using the Service, Customer agrees that such action constitutes an electronic signature and forms a legally binding agreement. Customer consents to transact electronically under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), the Florida Uniform Electronic Transaction Act, and other applicable law, and, to the maximum extent permitted by law, waives any right to require a handwritten (wet-ink) signature.
PreQMS may modify these Terms from time to time. PreQMS will provide notice of material changes by posting the updated Terms with a new "Last Updated" date or by other reasonable means. Changes are effective as of the date stated. Customer's continued use of the Service after the effective date constitutes acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer must stop using the Service.
These Terms, together with any Orders, the PreQMS Privacy Policy, and any other policies expressly incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, and understandings, whether written or oral. In the event of a conflict between these Terms and an Order, the Order controls solely for the subject matter of that Order. Any conflicting or additional terms in a Customer purchase order or similar document are rejected and have no effect.
No failure or delay by a party in exercising any right under these Terms will constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party, and applies only to the specific instance and purpose for which it is given.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it will be severed, and the remaining provisions will continue in full force and effect.
The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship. PreQMS owes Customer no fiduciary duty and acts solely as a technology provider. Neither party has authority to bind the other. There are no third-party beneficiaries to these Terms.
PreQMS, LLC
Mailing Address: 2805 Hogan Ln, Crestview, FL 32539
Registered Office: Same as mailing address
Email: legal@preqms.com
Website: https://preqms.com