Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (individually, or on behalf of the entity you represent, "you" or "Client") and DataQubi, LLC, a Georgia limited liability company ("DataQubi," "Company," "we," "us," or "our"). These Terms govern your use of our website located at dataqubi.com and all associated pages, subdomains, and applications (the "Site"), as well as any professional services we provide to you (collectively, "Services").

By (a) accessing or using the Site; (b) submitting any form, registration, or request on the Site; (c) booking a consultation or session with DataQubi; or (d) entering into a separate written services agreement with DataQubi that incorporates these Terms, you represent that:

• You are at least 18 years of age;
• You have the legal authority to enter into these Terms on behalf of yourself or any organization you represent;
• You have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference; and
• Your use of the Site and Services complies with all applicable laws and regulations.

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 such entity. If you do not have such authority, you must not accept these Terms or use our Services.

Description of Services

DataQubi, LLC provides professional technology consulting and implementation services, including but not limited to:

• Microsoft 365 Copilot Consulting: Strategy, prompt engineering, workflow optimization, and adoption enablement for M365 Copilot deployments.
• Microsoft Fabric Implementation: Data lakehouse architecture, ERP integration, OneLake configuration, and financial data engineering on the Microsoft Fabric platform.
• AI Data Classification: AI-powered supplier deduplication, spend taxonomy, golden record creation, and vendor master cleansing.
• Working Capital Intelligence: DSO, DPO, and Cash Conversion Cycle analytics built on normalized, ERP-sourced financial data.
• Free Consultations: Complimentary 20-minute strategy sessions and role-specific Copilot prompt packs, subject to availability and the terms of Section 03 below.
• Educational Content: Articles, whitepapers, guides, and other materials published on or through the Site.

DataQubi reserves the right to modify, suspend, or discontinue any Service at any time without liability to you, provided that paid engagements in progress are completed or terminated in accordance with the applicable services agreement.

Services may require execution of a separate Statement of Work ("SOW") or Master Services Agreement ("MSA"). In the event of a conflict between these Terms and an executed MSA or SOW, the MSA or SOW shall control with respect to the subject matter of that agreement.

Free Consultations & Complimentary Resources

DataQubi offers complimentary 20-minute strategy sessions and free Copilot prompt packs (collectively, "Complimentary Services") as part of our business development model. The following terms apply specifically to Complimentary Services:

Nature of Complimentary Services

• Complimentary Services are provided as-is, without warranty of any kind, and do not create a client-professional relationship, an attorney-client relationship, or any fiduciary duty.
• Any advice, prompts, recommendations, or information provided during a Complimentary Service is general in nature and informational only. It does not constitute professional advice tailored to your specific circumstances, and should not be relied upon as a substitute for qualified professional guidance appropriate to your situation.
• Complimentary Services are subject to availability and DataQubi's sole discretion. We reserve the right to decline, reschedule, or limit Complimentary Services at any time.
• You acknowledge that DataQubi's business purpose in offering Complimentary Services is to demonstrate expertise and potentially enter into a paid engagement. This does not obligate you to purchase any service.

No Guarantee of Outcome

Results described in our marketing materials (e.g., "2 hours to 11 minutes," adoption statistics) reflect actual client outcomes in specific contexts and are not guaranteed for any particular user. Individual results will vary based on your organization's technology environment, data quality, team adoption, and other factors beyond DataQubi's control.

Confidentiality During Free Sessions

Any business information you voluntarily share during a Complimentary Service will be treated as confidential by DataQubi and used solely to prepare for or conduct the session. DataQubi will not use such information for competitive purposes or disclose it to third parties.

Paid Engagements & Commercial Terms

Paid consulting and implementation engagements are governed by a separately executed MSA and/or SOW. The following general terms apply unless superseded by a signed agreement:

Fees & Payment

• Fees are specified in the applicable SOW or proposal. All fees are in U.S. dollars unless otherwise stated.
• Invoices are due within 30 days of issuance unless otherwise agreed in writing. Overdue balances accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by Georgia law, whichever is lower.
• You are responsible for all applicable taxes (excluding taxes on DataQubi's net income). If you are tax-exempt, you must provide valid exemption documentation.
• DataQubi reserves the right to suspend services for non-payment after providing 10 days' written notice.

Change Orders

Any changes to the scope of a paid engagement must be documented in a written change order signed by both parties. DataQubi is not obligated to perform out-of-scope work, and performing out-of-scope work without a change order does not waive DataQubi's right to additional compensation.

Client Responsibilities

Unless otherwise agreed, you are responsible for: (a) timely provision of access, data, and information DataQubi reasonably requests; (b) designating an authorized project contact; (c) securing any required internal approvals; and (d) ensuring your environment meets the technical prerequisites described in the SOW. DataQubi is not liable for delays caused by your failure to fulfill these responsibilities.

Cancellation & Refunds

• Session Cancellations: Free consultation sessions may be cancelled or rescheduled at any time with no penalty.
• Paid Engagement Cancellation by Client: If you terminate a paid engagement before completion, you are responsible for fees for all work completed and materials delivered through the termination date, plus any non-cancellable third-party costs incurred on your behalf. Prepaid fees in excess of earned fees will be refunded within 30 days.
• Termination for Cause: Either party may terminate a paid engagement for material breach if the breaching party fails to cure such breach within 15 business days of written notice. The non-breaching party retains all remedies available at law or equity.

User Conduct & Acceptable Use

By using our Site, you agree not to:

• Use the Site for any unlawful purpose or in violation of any applicable laws or regulations;
• Transmit any material that is defamatory, obscene, fraudulent, or violates any third-party rights, including intellectual property rights;
• Attempt to gain unauthorized access to any portion of the Site or any systems or networks connected to the Site;
• Use automated tools (scrapers, bots, crawlers) to extract data from the Site without DataQubi's written consent;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Transmit malware, viruses, or any other malicious code;
• Interfere with or disrupt the integrity or performance of the Site or its related infrastructure;
• Submit false, misleading, or fraudulent information in any form or booking request;
• Use the Site to solicit DataQubi employees or contractors for employment outside an active engagement; or
• Use content from the Site to create competing products or services without express written authorization.

DataQubi reserves the right to block, suspend, or terminate access to the Site for any user who violates these Terms or whose use DataQubi reasonably determines is harmful to the Site, DataQubi, or other users.

Intellectual Property

DataQubi Ownership

The Site and all content, features, and functionality thereof (including but not limited to text, graphics, logos, icons, images, audio clips, data compilations, and software) are owned by DataQubi, LLC or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. The DataQubi name, logo, and all related marks are trademarks of DataQubi, LLC.

Limited License to Use the Site

Subject to your compliance with these Terms, DataQubi grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your internal business purposes. This license does not include the right to: (a) resell or commercialize the Site or its content; (b) collect and use any product listings or descriptions; (c) make derivative uses of the Site or its content; or (d) use data mining, robots, or similar tools.

Work Product in Paid Engagements

Ownership of deliverables and work product created in paid engagements is governed by the applicable MSA or SOW. In the absence of an executed agreement, the following defaults apply:

• Client Data: All data, information, and materials you provide to DataQubi remain your exclusive property at all times.
• Custom Deliverables: Upon full payment, DataQubi assigns to you all right, title, and interest in custom deliverables specifically created for you under the engagement, excluding DataQubi's Pre-Existing IP (defined below).
• Pre-Existing IP: DataQubi retains all rights to its methodologies, frameworks, tools, templates, code libraries, prompt structures, and know-how developed prior to or independently of any client engagement ("Pre-Existing IP"). DataQubi grants you a non-exclusive, perpetual license to use Pre-Existing IP embedded in deliverables solely for your internal business purposes.
• Feedback: Any feedback, suggestions, or ideas you provide regarding DataQubi's services are non-confidential and DataQubi may use them without restriction or compensation to you.

Copilot Prompts & Resources

Copilot prompt packs and other resources provided through free downloads or Complimentary Services are licensed (not sold) to you for internal use only. You may not resell, redistribute, sublicense, or publish these prompts as your own work without DataQubi's written consent.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but in no case less than reasonable care); (b) not disclose such information to third parties without prior written consent; and (c) use such information only to fulfill obligations or exercise rights under these Terms or an applicable services agreement.

Exceptions

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party before disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed by the Receiving Party without reference to the Confidential Information.

Legal Compulsion

If the Receiving Party is legally required to disclose Confidential Information, it will: (a) provide prompt prior written notice to the Disclosing Party (to the extent legally permitted); (b) cooperate with the Disclosing Party in seeking a protective order; and (c) disclose only that portion of the Confidential Information legally required.

Duration

Confidentiality obligations survive termination or expiration of these Terms for a period of three (3) years, except that obligations with respect to trade secrets shall continue for as long as such information qualifies as a trade secret under applicable law.

Disclaimer of Warranties

DataQubi does not warrant or represent that:

• The Site or its content is accurate, complete, reliable, current, or error-free;
• Any results or outcomes described in our marketing materials will be achieved by you;
• The Site will be available at any particular time or location;
• Any defects or errors in the Site will be corrected; or
• The Site is free of viruses or other harmful components.

Information published on the Site, including articles, guides, and case studies, is for general informational purposes only and does not constitute professional, legal, financial, or technical advice. You should seek appropriate professional guidance before making decisions based on information from our Site.

Some jurisdictions do not allow the exclusion of implied warranties. To the extent such exclusions are not permitted, they shall apply to the maximum extent permitted under applicable law.

Limitation of Liability

Aggregate Cap on Liability: To the fullest extent permitted by law, DataQubi's total cumulative liability to you for all claims arising out of or relating to these Terms or the Services, whether based in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the greater of: (a) the total fees actually paid by you to DataQubi in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) Five Hundred U.S. Dollars ($500.00), whichever is greater.

The limitations set forth above reflect a reasonable allocation of risk between the parties and are a fundamental element of the basis of the bargain between DataQubi and you. DataQubi would not have provided the Site or Services without these limitations. Multiple claims will not expand the liability cap.

Some jurisdictions do not allow the exclusion or limitation of certain damages. If you are located in such a jurisdiction, the above limitations may not fully apply to you, and liability will be limited to the maximum extent permitted under applicable law.

Indemnification

You agree to defend, indemnify, and hold harmless DataQubi, LLC and its members, managers, officers, employees, agents, affiliates, and successors (collectively, "DataQubi Parties") from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms or any applicable law or regulation;
• Your use or misuse of the Site or Services;
• Your violation of any third-party right, including intellectual property rights or privacy rights;
• Any content or information you submit, post, or transmit through the Site;
• Your fraud, gross negligence, or willful misconduct; or
• Any dispute between you and a third party relating to your use of the Site or Services.

DataQubi reserves the right to assume exclusive control of any matter subject to indemnification by you, in which event you agree to cooperate with DataQubi in asserting any available defenses. You may not settle any claim that imposes any obligation, restriction, or liability on DataQubi without DataQubi's prior written consent.

Governing Law & Venue

These Terms and any dispute arising out of or relating to them or your use of the Site or Services shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America, without regard to its conflict of law provisions or the United Nations Convention on Contracts for the International Sale of Goods.

Subject to the arbitration provisions of Section 12, for any matter not subject to arbitration, you agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Fulton County, Georgia. You waive any objection to the laying of venue of any such proceeding in Fulton County, Georgia, and waive any objection that such courts are an inconvenient forum.

If you are a consumer located outside the United States, you may have additional rights under your local laws that cannot be waived by contract. These Terms do not limit any rights that cannot be waived under applicable mandatory law.

Dispute Resolution & Arbitration

Informal Resolution First

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute informally. You must send a written notice of your dispute to legal@dataqubi.com describing the nature of the dispute and the relief sought. DataQubi will attempt to resolve the dispute within 30 days. If the dispute is not resolved informally within 30 days, either party may proceed to arbitration.

Binding Arbitration

Except as set forth below, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or Consumer Arbitration Rules, if applicable). The arbitration shall be conducted in Atlanta, Georgia, or, at your election, by telephone or videoconference. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Exceptions to Arbitration

Notwithstanding the above, either party may seek: (a) emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration; (b) relief in small claims court for disputes within that court's jurisdiction; or (c) any other relief that cannot lawfully be subject to arbitration.

CLASS ACTION WAIVER

Waiver of Jury Trial

FOR ANY CLAIMS NOT SUBJECT TO ARBITRATION, YOU AND DATAQUBI EACH WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. All such claims shall be decided by a judge sitting without a jury.

Statute of Limitations

Regardless of any statute or law to the contrary, any claim arising out of or related to these Terms or use of the Site or Services must be filed within one (1) year after the cause of action arose; otherwise, such claim is permanently barred.

Termination

DataQubi reserves the right to suspend or terminate your access to the Site or Services, with or without notice, for any reason, including if we reasonably believe you have violated these Terms, engaged in fraudulent or illegal activity, or if we discontinue the Site or Services.

You may stop using the Site at any time. If you have an active paid engagement, termination is governed by the applicable MSA or SOW and Section 04 of these Terms.

Effect of Termination

Upon termination: (a) all licenses granted to you under these Terms immediately terminate; (b) you must cease all use of the Site and any DataQubi materials; (c) sections that by their nature should survive termination shall survive, including Sections 06 (Intellectual Property), 07 (Confidentiality), 08 (Disclaimers), 09 (Limitation of Liability), 10 (Indemnification), 11 (Governing Law), 12 (Dispute Resolution), and 14 (General Provisions); and (d) DataQubi shall have no liability to you arising from termination.

General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any executed MSA or SOW, constitute the entire agreement between you and DataQubi with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings.

Modifications to Terms

DataQubi reserves the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on the Site and updating the "Last Updated" date. Your continued use of the Site following posting of changes constitutes acceptance. If you do not agree to the modified Terms, you must discontinue use of the Site.

Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver

DataQubi's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. No waiver of any breach shall constitute a waiver of any subsequent breach.

Assignment

You may not assign or transfer your rights or obligations under these Terms without DataQubi's prior written consent. DataQubi may freely assign these Terms (including in connection with a merger, acquisition, or sale of assets) without your consent. Any attempted assignment in violation of this provision is void.

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, pandemics, natural disasters, wars, terrorist attacks, government actions, strikes, or internet or power failures. The affected party must provide prompt notice of the force majeure event and use commercially reasonable efforts to resume performance.

No Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties hereto.

Electronic Communications

By using the Site, you consent to receive communications from DataQubi electronically. You agree that all notices and disclosures provided to you electronically satisfy any legal requirement that such communications be in writing.

Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

Export Compliance

You represent that you are not located in a country subject to a U.S. government embargo, and that you are not listed on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable export laws and regulations.

Contact Us

For questions about these Terms, to report a violation, or to send a formal legal notice, please contact us at: