1. Acceptance of Terms
These Terms of Service ("Terms") govern access to and use of the QA Stack platform, associated applications, APIs, integrations, documentation, and related services (collectively, the "Services") provided by QA Stack ("Company," "we," "our," or "us"). By accessing, evaluating, subscribing to, implementing, or otherwise using the Services, the customer, organization, or authorized user (collectively, "Customer" or "you") acknowledges and agrees to be bound by these Terms.
If you are entering into these Terms on behalf of an organization, you represent and warrant that you possess the requisite authority to bind such organization.
2. Enterprise Platform Nature
The Services constitute configurable enterprise software tools intended to assist Customers in managing operational, quality, compliance, manufacturing, documentation, and workflow-related activities. The Services are not intended to replace independent operational judgment, regulatory review, internal validation procedures, qualified personnel oversight, or legally mandated compliance obligations.
Customer acknowledges and agrees that:
- operational decisions remain solely Customer’s responsibility;
- regulatory compliance obligations remain solely Customer’s responsibility;
- Customer is solely responsible for validation, verification, implementation review, workflow configuration, approval procedures, and production deployment decisions;
- Customer assumes full responsibility for evaluating whether the Services are suitable for its intended operational, regulatory, manufacturing, or compliance use cases.
3. Customer Evaluation and Independent Verification
Customer expressly acknowledges that prior to purchasing, deploying, integrating, relying upon, or operationalizing the Services, Customer has had adequate opportunity to:
- independently evaluate the functionality, performance, suitability, and operational compatibility of the Services;
- conduct internal testing, sandbox validation, pilot deployments, verification procedures, and regulatory assessments;
- review technical documentation, workflows, outputs, integrations, automation behavior, and data handling processes;
- consult legal, compliance, validation, quality assurance, cybersecurity, manufacturing, and technical advisors as deemed necessary.
Customer further acknowledges that enterprise software implementations inherently involve operational, technical, integration, configuration, deployment, migration, data quality, workflow, and human-process risks.
Accordingly, Customer assumes sole responsibility for all decisions made in reliance upon or connection with the Services.
4. No Warranty
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS.
QA Stack expressly disclaims all representations and warranties, whether express, implied, statutory, or otherwise, including without limitation:
- merchantability;
- fitness for a particular purpose;
- non-infringement;
- uninterrupted availability;
- data accuracy;
- operational suitability;
- regulatory sufficiency;
- compatibility with Customer infrastructure;
- error-free functionality;
- defect correction guarantees;
- production continuity guarantees.
QA Stack does not warrant that:
- the Services will meet Customer requirements;
- workflows will operate without interruption or misconfiguration;
- outputs will be complete, accurate, or suitable for regulatory reliance;
- the Services will prevent operational losses, compliance failures, manufacturing deviations, or audit findings;
- integrations with third-party systems will remain continuously available or error-free.
5. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL QA STACK, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY:
- indirect damages;
- incidental damages;
- consequential damages;
- special damages;
- exemplary damages;
- punitive damages;
- loss of revenue;
- loss of production;
- loss of manufacturing output;
- operational interruption;
- batch failure;
- regulatory action;
- audit outcome;
- compliance deficiency;
- data corruption;
- data loss;
- cybersecurity incident;
- reputational harm;
- procurement costs;
- loss of anticipated savings;
- business interruption;
- plant downtime;
- workflow failure;
- configuration error;
- human error;
- third-party integration failure;
- or any similar damages arising from or relating to the Services.
This limitation applies regardless of:
- legal theory;
- whether in contract, tort, negligence, strict liability, statute, or otherwise;
- whether foreseeable or unforeseeable;
- whether QA Stack was advised of the possibility of such damages.
IN ALL CASES, QA STACK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO QA STACK DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
6. Customer Responsibilities
Customer shall be solely responsible for:
- maintaining backup procedures;
- validating operational outputs;
- reviewing automated workflows;
- configuring user permissions;
- ensuring data accuracy;
- maintaining regulatory compliance obligations;
- conducting implementation testing;
- maintaining internal controls;
- supervising production environments;
- verifying integrations and migrated data;
- training personnel;
- maintaining cybersecurity safeguards;
- implementing disaster recovery procedures.
Customer acknowledges that failure to implement appropriate operational controls may materially impact system outcomes.
7. Third-Party Systems and Integrations
The Services may interoperate with third-party systems, APIs, infrastructure providers, cloud environments, ERP systems, SCADA systems, databases, integrations, browsers, operating systems, or external applications.
QA Stack shall not be responsible for:
- third-party outages;
- infrastructure instability;
- API failures;
- integration incompatibilities;
- data synchronization delays;
- external cybersecurity events;
- vendor disruptions;
- external service degradation.
Customer assumes sole responsibility for evaluating third-party dependencies.
8. Regulatory and Compliance Disclaimer
Customer acknowledges that regulatory compliance obligations, including but not limited to GMP, GxP, FDA, EU GMP, 21 CFR Part 11, validation obligations, electronic records requirements, audit preparedness obligations, and documentation requirements remain solely Customer’s responsibility.
Use of the Services does not independently guarantee regulatory compliance, inspection readiness, validation acceptance, or audit outcomes.
QA Stack does not provide legal, regulatory, validation, or compliance certification services.
9. Indemnification
Customer agrees to defend, indemnify, and hold harmless QA Stack and its affiliates, officers, directors, employees, licensors, contractors, and agents from and against any claims, liabilities, damages, losses, judgments, settlements, penalties, costs, and expenses (including reasonable legal fees) arising from or relating to:
- Customer’s use of the Services;
- Customer data;
- Customer configurations;
- operational decisions;
- regulatory obligations;
- manufacturing processes;
- implementation activities;
- violation of applicable law;
- misuse of the Services;
- unauthorized access caused by Customer;
- Customer negligence.
10. Service Availability
QA Stack does not guarantee uninterrupted or error-free availability of the Services.
Scheduled maintenance, infrastructure failures, third-party outages, cybersecurity events, force majeure events, network instability, or technical disruptions may impact availability.
Customer acknowledges that enterprise software systems may experience downtime, latency, defects, delays, or operational limitations.
11. Data and Backups
Although QA Stack may maintain commercially reasonable safeguards, Customer remains solely responsible for maintaining independent backup copies of all critical operational, manufacturing, compliance, and business data.
QA Stack shall not be responsible for:
- accidental deletion;
- corrupted records;
- failed migrations;
- synchronization errors;
- data retention failures;
- Customer-side misconfigurations;
- restoration failures.
12. Governing Law
These Terms shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to conflict-of-law principles.
Any disputes arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts located in [Insert Jurisdiction].
13. Severability
If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.
14. Entire Agreement
These Terms constitute the entire agreement between the parties concerning the Services and supersede all prior or contemporaneous agreements, discussions, communications, representations, or understandings.