1. Introduction
These Terms of Service constitute a legally binding agreement between WQVENTURES LLC, a company organized under the laws of the United States, and you, the client. By accessing this website at https://www.wqventures.hair, engaging our computer systems design and integration services, or otherwise entering into a business relationship with WQ Ventures, you agree to be bound by these Terms of Service in their entirety. If you do not agree with any provision herein, you must discontinue use of our website and services immediately.
WQVENTURES LLC is a computer systems design and related services firm with its principal place of business located at 7901 4TH St N Ste 300, Saint Petersburg, FL 33702-4399, United States. Throughout these Terms, references to WQ Ventures, we, us, or our refer to WQVENTURES LLC. References to you or your refer to the individual or entity accessing our website or procuring our services.
The services we provide are exclusively business-to-business in nature. By engaging our services, you represent and warrant that you are acting on behalf of a legally registered business entity or as an individual with the legal capacity to enter into binding contracts.
2. Definitions
For the purposes of these Terms of Service, the following definitions shall apply:
- Services — All computer systems design, systems integration, cloud infrastructure planning, cybersecurity consulting, network architecture, DevOps automation, and related technology consulting services provided by WQ Ventures to the client, whether delivered remotely or on-site.
- Deliverables — All reports, specifications, architecture diagrams, code, configurations, documentation, and other work product created by WQ Ventures in the course of providing the Services.
- Statement of Work or SOW — A written document, signed by both parties, that describes the specific scope, timeline, deliverables, and fees for a particular engagement.
- Client Materials — All data, software, hardware, documentation, systems, and access credentials provided by the client to WQ Ventures for the purpose of performing the Services.
- Confidential Information — Any non-public information disclosed by one party to the other, whether orally or in writing, 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.
3. Acceptance of Terms
Your use of the WQ Ventures website, your submission of an inquiry through any contact form, your scheduling of a consultation, and your execution of any Statement of Work each constitute acceptance of these Terms of Service. These Terms apply to all visitors, users, and clients who access or use our website or services.
We reserve the right to refuse service to any person or entity for any lawful reason at our sole discretion. You may not use our services if you are a direct competitor of WQ Ventures, except with our prior written consent, or for any illegal or unauthorized purpose.
You agree to provide accurate, current, and complete information about your organization and its requirements as may be requested during the engagement process. You are responsible for maintaining the confidentiality of any account credentials we may issue and for all activities that occur under your account.
4. Description of Services
WQ Ventures provides professional technology consulting and computer systems design services. Our core service offerings include, but are not limited to:
- Computer systems architecture design and planning
- Technology systems integration and interoperability engineering
- Cloud infrastructure strategy, migration, and deployment
- Cybersecurity assessment, compliance framework implementation, and remediation
- Network architecture design and deployment
- DevOps pipeline design, automation, and managed operations
- Technical due diligence and systems audit
- Technology roadmap development and strategic consulting
The specific scope, deliverables, timeline, and fees for any engagement shall be defined in a mutually executed Statement of Work. WQ Ventures will perform the Services in a professional and workmanlike manner, consistent with industry standards for computer systems design firms of similar expertise and resources. We do not warrant that any deliverable will be error-free or that its operation will be uninterrupted.
5. Client Obligations and Cooperation
Successful delivery of our Services depends on timely and complete cooperation from the client. You agree to:
- Provide WQ Ventures with timely access to your systems, infrastructure, personnel, and facilities as reasonably required to perform the Services.
- Furnish complete, accurate, and up-to-date Client Materials and technical documentation necessary for our work.
- Designate a primary point of contact with the authority to make decisions and provide approvals on behalf of your organization.
- Respond to requests for information, feedback, and approvals within the timeframes specified in the applicable Statement of Work.
- Ensure that your internal teams are available for coordination calls, workshops, and knowledge transfer sessions as scheduled.
Delays caused by your failure to meet these obligations may result in adjusted timelines and additional fees. WQ Ventures shall not be liable for any delay or failure in performance resulting from your acts or omissions, or from inaccurate or incomplete Client Materials.
6. Intellectual Property Rights
Unless otherwise expressly agreed in a written Statement of Work, all intellectual property rights in Deliverables created by WQ Ventures during the performance of Services shall be governed as follows:
- Pre-Existing IP — Each party retains ownership of all intellectual property owned or developed by that party prior to the engagement, or developed independently of the engagement.
- Deliverables — Upon full payment of all fees due, WQ Ventures assigns to the client all right, title, and interest in the final Deliverables created specifically for the client under a Statement of Work, subject to WQ Ventures retention of a non-exclusive, perpetual, royalty-free license to use underlying methodologies, tools, frameworks, know-how, and reusable components developed or utilized during the engagement.
- Client Materials — The client retains all ownership of Client Materials. The client grants WQ Ventures a limited, non-exclusive license to use Client Materials solely as necessary to perform the Services during the term of the engagement.
WQ Ventures shall be free to use the general knowledge, skills, experience, ideas, concepts, and techniques acquired during the performance of Services in its future work for other clients, provided that such use does not disclose the Confidential Information of the client.
7. Confidentiality
Each party acknowledges that during the course of the engagement, it may receive Confidential Information from the other party. The receiving party agrees to:
- Use the Confidential Information solely for the purpose of fulfilling its obligations under the applicable Statement of Work.
- Protect the confidentiality of such information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than a reasonable standard of care.
- Limit disclosure of Confidential Information to its employees, contractors, and agents who have a need to know such information and who are bound by confidentiality obligations at least as protective as those set forth herein.
The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no breach of these Terms by the receiving party; (b) was rightfully in the possession of the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice to enable the disclosing party to seek a protective order.
The duty of confidentiality shall survive termination or expiration of the engagement for a period of three (3) years, except for trade secrets, for which the obligation shall continue indefinitely.
8. Fees and Payment
Fees for Services shall be set forth in the applicable Statement of Work. WQ Ventures may structure fees on a fixed-price, time-and-materials, retainer, or milestone basis, as agreed by the parties in writing. All fees are exclusive of applicable taxes, which shall be the responsibility of the client unless otherwise stated.
Invoices are payable within thirty (30) calendar days of the invoice date, unless different payment terms are specified in the Statement of Work. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. The client shall reimburse WQ Ventures for all reasonable costs, including legal fees, incurred in collecting any past-due amounts.
WQ Ventures reserves the right to suspend or terminate Services if invoices remain unpaid beyond sixty (60) days from the due date. Suspension of Services due to non-payment does not relieve the client of its obligation to pay all fees accrued prior to suspension. If the client disputes any portion of an invoice in good faith, the client shall notify WQ Ventures in writing within fifteen (15) days of receipt of the invoice, pay the undisputed portion, and the parties shall work cooperatively to resolve the dispute.
9. Limitation of Liability
To the fullest extent permitted by applicable law, in no event shall WQ Ventures, its officers, directors, employees, agents, or subcontractors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or cost of substitute services, arising out of or in connection with these Terms, the Services, or any Deliverables, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if advised of the possibility of such damages.
The aggregate liability of WQ Ventures for all claims arising out of or relating to these Terms, the Services, or any Deliverables shall not exceed the total fees actually paid by the client to WQ Ventures under the specific Statement of Work giving rise to the claim during the twelve (12) months immediately preceding the event that gave rise to the claim. The limitations and exclusions in this section shall apply regardless of the form of action and shall survive any failure of essential purpose of any limited remedy.
10. Disclaimer of Warranties
Except as expressly set forth in these Terms or in an applicable Statement of Work, WQ Ventures provides all Services and Deliverables on an AS IS and AS AVAILABLE basis, without any warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, WQ Ventures disclaims all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, course of performance, or usage of trade.
WQ Ventures does not warrant that: (a) the functionality or operation of any system designed, integrated, or deployed will be uninterrupted or error-free; (b) any defects or vulnerabilities will be completely identified or remediated; (c) any recommendations or Deliverables will achieve specific business outcomes, performance metrics, or return on investment; or (d) third-party software, hardware, or services recommended or deployed will perform to any particular standard.
11. Indemnification
The client agrees to indemnify, defend, and hold harmless WQ Ventures, its affiliates, and their respective officers, directors, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
- Use of or reliance on any Deliverables by the client in a manner inconsistent with WQ Ventures written recommendations or documentation.
- Any claim that Client Materials provided by the client infringe upon or misappropriate the intellectual property rights of a third party.
- Breach by the client of any representation, warranty, or obligation under these Terms.
- Any negligent or willful act or omission by the client or its employees, contractors, or agents.
- Failure by the client to maintain adequate backups, security protocols, or disaster recovery plans independent of the Services.
12. Termination
Either party may terminate a Statement of Work upon thirty (30) days written notice to the other party, unless a different termination provision is specified in the applicable Statement of Work. WQ Ventures may terminate immediately upon written notice if the client materially breaches these Terms or any Statement of Work and fails to cure such breach within fifteen (15) days of receiving written notice thereof.
Upon termination, the client shall pay WQ Ventures for all Services performed and expenses incurred through the effective date of termination, including all non-cancellable commitments made by WQ Ventures on behalf of the client. Upon payment, WQ Ventures shall deliver to the client all completed or in-progress Deliverables for which payment has been received. Any provisions of these Terms that by their nature should survive termination shall do so, including without limitation Sections 6 through 16.
13. Governing Law and Dispute Resolution
These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to its conflict of laws principles. The parties agree that any legal action arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Pinellas County, Florida, and each party irrevocably submits to the personal jurisdiction and venue of such courts.
Before initiating any formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through negotiation. If the dispute cannot be resolved within thirty (30) days of one party providing written notice of the dispute to the other party, either party may pursue any remedies available at law or in equity. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction at any time to prevent irreparable harm.
14. Force Majeure
Neither party shall be liable for any failure or delay in performance under these Terms caused by circumstances beyond its reasonable control, including but not limited to acts of God, fire, flood, earthquake, natural disaster, war, terrorism, riot, civil unrest, epidemic or pandemic, governmental action or regulation, labor disputes, telecommunications failure, power outage, cyber attack, or denial-of-service incident. The affected party shall notify the other party promptly and use commercially reasonable efforts to resume performance as soon as practicable.
If a force majeure event continues for more than thirty (30) days, either party may terminate the affected Statement of Work upon written notice to the other party. In such event, the client shall pay WQ Ventures for all Services performed through the date of termination.
15. Modifications to Terms
WQ Ventures reserves the right to update, modify, or replace these Terms of Service at any time. When we make material changes, we will revise the Last Updated date at the top of this page and, where appropriate, provide additional notice such as a notification on our website or via email to active clients. It is your responsibility to review these Terms periodically for changes.
Your continued use of our website or Services following the posting of revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must cease using our website and Services. Any Statement of Work executed prior to a modification of these Terms shall continue to be governed by the Terms in effect on the date of execution, unless the parties agree otherwise in writing.
16. General Provisions
These Terms, together with any executed Statements of Work, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to achieve the original intent to the maximum extent permitted by law, and the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
Neither party may assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of the other party, except that WQ Ventures may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. These Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
No agency, partnership, joint venture, or employment relationship is created by these Terms. Each party is an independent contractor. Except as expressly provided herein, no third party shall have any rights under these Terms.
17. Contact Information
If you have any questions, concerns, or inquiries regarding these Terms of Service, or if you need to provide legal notice, please contact us using the information below:
WQVENTURES LLC
7901 4TH St N Ste 300
Saint Petersburg, FL 33702-4399
United States
Email: hello@wqventures.hair
Phone: +1 (938) 301-2929
These Terms of Service were developed by WQ Ventures as part of our commitment to transparent and professional client relationships in the computer systems design industry.