Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of the services provided by StabilisIQ ("Company," "we," "us," or "our"). By engaging our services or accessing our website, you ("Client," "you," or "your") agree to be bound by these Terms.

These Terms are supplementary to any Master Services Agreement ("MSA") or Statement of Work ("SOW") executed between you and StabilisIQ. In the event of a conflict between these Terms and a signed MSA or SOW, the signed agreement shall prevail.

2. Scope of Services

StabilisIQ provides managed operational assurance services, which may include continuous monitoring, issue detection, escalation, intervention, and executive reporting. The specific scope of services provided to you will be defined in your applicable service agreement.

StabilisIQ provides managed operational services, not software licenses. We do not provide software products for installation, deployment, or self-service use. All services are delivered by StabilisIQ personnel under defined service agreements.

The description of services herein is illustrative and non-exhaustive. Actual services rendered are subject to mutual agreement and documented in applicable service agreements.

3. No Guarantee of Outcomes

Services are provided on a best-efforts basis within the parameters defined in your service agreement. StabilisIQ does not guarantee uninterrupted service, the detection of all issues, or the prevention of all operational incidents.

No warranties are provided beyond those explicitly stated in a signed contract between you and StabilisIQ. All other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement, are expressly disclaimed to the fullest extent permitted by law.

4. Client Responsibilities

To enable StabilisIQ to perform services effectively, you agree to:

• Provide timely and accurate access to systems, data, and personnel as reasonably required
• Designate authorized points of contact for communications and escalations
• Maintain appropriate security controls on your systems and infrastructure
• Notify StabilisIQ promptly of any changes to your environment that may affect service delivery
• Comply with all applicable laws and regulations governing your operations

5. No Professional Advice

StabilisIQ does not provide legal, financial, medical, tax, or regulatory advice. Our services are limited to operational monitoring and assurance as defined in your service agreement. You are solely responsible for ensuring compliance with applicable laws and regulations and for making business decisions based on your own judgment and professional advisors.

6. Limitation of Liability

To the maximum extent permitted by applicable law, StabilisIQ's total liability arising out of or related to these Terms or services provided shall not exceed the fees paid by you to StabilisIQ during the twelve (12) months preceding the claim.

In no event shall StabilisIQ be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, regardless of the cause of action or whether StabilisIQ has been advised of the possibility of such damages.

7. Indemnification

You agree to indemnify, defend, and hold harmless StabilisIQ, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your use of our services; (c) your violation of any applicable law or regulation; or (d) any third-party claims related to your systems or operations.

8. Confidentiality

Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the other party in connection with the services. Confidential information shall not be disclosed to third parties except as necessary to perform the services or as required by law.

This confidentiality obligation shall survive the termination of services for a period of three (3) years, unless a longer period is specified in your service agreement.

9. Intellectual Property

All methodologies, tools, processes, templates, and know-how developed or used by StabilisIQ in the course of providing services remain the exclusive property of StabilisIQ. Nothing in these Terms transfers any intellectual property rights to you.

Reports, analyses, and deliverables prepared specifically for you under a service agreement are licensed for your internal business use only, unless otherwise agreed in writing. You may not distribute, publish, or share such materials with third parties without prior written consent from StabilisIQ.

10. Payment Terms

Fees for services shall be as set forth in your applicable service agreement. Unless otherwise specified, invoices are due and payable within thirty (30) days of the invoice date.

Late payments may be subject to interest charges and may result in suspension of services. StabilisIQ reserves the right to modify pricing upon reasonable notice for renewal periods.

11. Term and Termination

The term of services shall be as specified in your service agreement. Either party may terminate services for cause upon written notice if the other party materially breaches these Terms or the applicable service agreement and fails to cure such breach within thirty (30) days of receiving written notice.

Upon termination, you shall pay all fees due for services rendered through the effective date of termination. StabilisIQ shall return or destroy your confidential information in accordance with your service agreement.

12. Governing Law and Dispute Resolution

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 principles.

Any disputes arising out of or related to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, and the decision of the arbitrator shall be final and binding.

13. Changes to Terms

StabilisIQ reserves the right to modify these Terms at any time. Material changes will be communicated to active clients with reasonable advance notice. Continued use of services after such changes constitutes acceptance of the modified Terms.

14. Contact Information

For questions regarding these Terms, please contact: