QDay Terms of Service

1. Definitions

For purposes of these Terms, the following definitions apply:

QDay, we, us, our.

QDay, Inc., a Delaware entity located at 1239 Madera Ave, Menlo Park, CA 94025, and its affiliates.

Account.

The account you register to access the Services.

Random Data.

Quantum-generated random values, seeds, bytes, or other entropy returned by the Services.

Documentation.

Product and API documentation available at or through qday.dev or related subdomains.

Customer Data.

Data or content (other than Random Data) that you or your end users submit to, store on, or send through the Services, including configuration data, identifiers, and logs you upload.

Output Logs.

Logs generated by QDay about your use of the Services, including request metadata, timestamps, API keys, response status codes, and usage metrics.

Order Form.

An online order, sign-up flow, or written order referencing these Terms that specifies your plan, fees, and usage limits.

2. Eligibility and Accounts

2.1 Eligibility. You may use the Services only if you are at least 18 years old, can form a binding contract, and are not barred from doing so under applicable law.

2.2 Account Registration. You must create an Account and provide accurate, current information to access certain features. Keep your Account information up to date.

2.3 Account Security. You are responsible for maintaining the confidentiality of your login credentials, API keys, and secrets, and for all activities under your Account. Notify QDay promptly of any actual or suspected unauthorized use.

3. The Services

3.1 Description. QDay provides APIs and related tooling that enable you to request and receive Random Data generated from quantum random number generators or similar entropy sources. Random Data is generated on demand, transmitted via TLS or comparable encryption, and not stored or reused beyond transient processing needed to deliver responses. QDay will not materially degrade core functionality of your subscribed plan during the subscription term.

3.2 No Managed Security Service. The Services supply entropy inputs and are not a managed security, key management, or incident response service. QDay does not design, operate, or monitor your systems and is not responsible for your overall security posture or compliance.

3.3 Changes to the Services. QDay may modify or discontinue all or part of the Services at any time, including features, plans, or usage limits. For paid plans, QDay will provide reasonable notice of changes that materially reduce core functionality.

3.4 Beta and Free Services. Free, trial, or beta features or plans are provided as-is, may change or end at any time without notice, and carry no warranty. QDay's total liability for Free Services is limited to US$0.

4. Fees and Payment

4.1 Fees. If you purchase a paid plan, you agree to pay all fees specified in the applicable Order Form or pricing page, plus applicable taxes. Fees are quoted and payable in U.S. dollars unless stated otherwise.

4.2 Billing. QDay may bill in advance, in arrears, or on a recurring basis as specified in your plan. You authorize QDay or its payment processor to charge your payment method for all fees incurred under your Account.

4.3 Taxes. Fees exclude taxes, levies, and duties. You are responsible for all such taxes associated with your purchases, except taxes based on QDay's net income.

4.4 No Refunds. Except where required by law or otherwise stated in an Order Form, fees are non-refundable, including for early termination, unused capacity, or partial months.

5. Your Responsibilities

5.1 Implementation and Use. You are solely responsible for how Random Data is requested, combined, stored, or integrated into your systems; designing and operating your cryptographic schemes, key management, and access control; selecting redundancy, fallback RNGs, and failure handling; and validating that the Services suit your use cases and risk tolerance.

5.2 Security of Your Systems. You must secure your applications, networks, devices, and secrets that use or store Random Data or interact with the Services. This includes implementing secure transport and storage, proper authentication and authorization, and monitoring for misuse or anomalous behavior.

5.3 Legal Compliance. You must use the Services in compliance with applicable laws, regulations, and industry standards, including those relating to encryption export or import, sanctions, and data privacy.

5.4 Third-Party Services. You are responsible for obtaining and maintaining required third-party products or services that interoperate with the Services.

6. Acceptable Use

You agree not to violate laws; engage in illegal activities; disrupt or compromise the Services or infrastructure; reverse engineer entropy sources except where prohibited restrictions; impose unreasonable loads or circumvent rate limits; build a competing entropy service using QDay; or misrepresent the Services or your relationship with QDay. QDay may suspend or terminate access for violations.

7. Ownership and Intellectual Property

7.1 QDay IP. QDay and its licensors own all rights in the Services, including software, hardware, QRNG implementations, Documentation, logos, and trademarks. These Terms grant no rights except as expressly stated.

7.2 License to Use the Services. Subject to compliance with these Terms and any Order Form, QDay grants a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and Documentation during the term for internal business purposes.

7.3 Customer Data. You own Customer Data. You grant QDay a worldwide license to use Customer Data solely to provide and improve the Services and comply with law.

7.4 Output Logs and Aggregated Data. QDay may generate and retain Output Logs and may use them and other derived data in aggregated or anonymized form for analytics, research, and product improvement, provided such data does not identify you or your end users.

7.5 Feedback. If you provide feedback, you grant QDay an irrevocable, worldwide, royalty-free, sublicensable license to use it without obligation.

8. Privacy

Your use of the Services is governed by QDay's Privacy Policy, which describes how QDay collects, uses, and protects personal data. The Privacy Policy is incorporated by reference.

9. Service Availability, Uptime, and Support

9.1 No Guaranteed Uptime. The Services are provided as-is and as available. QDay does not guarantee uptime, uninterrupted operation, vulnerability-free performance, or specific latency.

9.2 Downtime. Services may be unavailable due to maintenance, upgrades, network failures, outages of third parties, or other causes. QDay will use commercially reasonable efforts to notify you of planned maintenance that may materially affect the Services, but emergency maintenance may occur without notice.

9.3 Support. Support services may be offered according to your plan or Order Form. Any response times or targets are goals only, not guarantees.

10. Security; No Guarantee of Non-Interception

10.1 QDay Security Measures. QDay uses reasonable safeguards to protect the Services and Output Logs from unauthorized access, use, or disclosure, but no system is completely secure.

10.2 No Guarantee of Secrecy or Non-Interception. QDay does not warrant that Random Data or other data transmitted to or from the Services cannot be intercepted, observed, modified, or misused; that attackers cannot compromise your networks or devices; or that using Random Data will prevent theft, fraud, or compromise.

10.3 Critical Use Cases and Defense in Depth. If you rely on the Services for security-critical purposes, you agree not to rely on QDay as your only control, to implement defense in depth (including key rotation, MFA, access controls, monitoring, and compensating controls), and to accept sole responsibility if you make QDay a single point of failure.

11. Disclaimers

To the maximum extent permitted by law, the Services, Random Data, Documentation, and related materials are provided as-is and as available, without warranties of any kind, whether express, implied, statutory, or otherwise. QDay disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, accuracy, reliability, and security of Random Data. QDay does not warrant that Random Data will remain unpredictable against all adversaries, that the Services will meet your requirements, or that use of the Services ensures legal or industry compliance.

12. Limitation of Liability (Including Worst-Case Scenarios)

12.1 Exclusion of Certain Damages. To the maximum extent permitted by law, QDay and its affiliates, officers, directors, employees, agents, and licensors (QDay Parties) are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages; loss of profits, revenue, savings, or goodwill; loss or corruption of data, including cryptographic keys; business interruption; or the cost of substitute goods or services, even if advised of such damages.

12.2 Aggregate Liability Cap. The total aggregate liability of all QDay Parties arising out of or relating to these Terms or the Services is limited to the greater of the amounts paid by you for the Services giving rise to the claim during the three months prior to the event or US$100. For Free Services, liability is limited to US$0.

12.3 Worst-Case Scenario. If Random Data is intercepted or misused and leads to compromise of your systems or assets (including scenarios in which attackers intercept seeds and steal everything), QDay's liability remains limited by Section 12.2, and QDay is not liable for indirect or consequential damages except to the limited extent required by law.

12.4 Application of Limitations. These limitations apply to all theories of liability, even if a remedy fails of its essential purpose, and do not limit liability where prohibited (such as for death or personal injury caused by gross negligence or willful misconduct).

13. Indemnification

You will indemnify, defend, and hold harmless the QDay Parties from claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys fees) arising out of or related to your use of the Services in violation of these Terms or law; your implementation decisions relying on the Services; Customer Data or your applications; or disputes between you and your customers, users, or third parties. QDay may assume exclusive defense at its expense, and you will cooperate.

14. Term, Suspension, and Termination

14.1 Term. These Terms commence on the earlier of when you first access the Services or accept the Terms and continue until terminated.

14.2 Suspension. QDay may suspend or limit access if you exceed usage limits, fail to pay fees, violate these Terms, present risk to QDay or others, or if required by law.

14.3 Termination by You. You may terminate at any time by closing your Account and ceasing use. Termination does not relieve you of paying accrued fees.

14.4 Termination by QDay. QDay may terminate for any reason with 30 days notice or immediately if you materially breach and fail to cure within 10 days after notice.

14.5 Effect of Termination. Upon termination, your rights to use the Services cease, you must stop using and delete credentials, and sections that should survive will continue (including Sections 5, 7-13, 15-17). QDay has no obligation to maintain Output Logs or data after termination except as required by law.

15. Governing Law and Dispute Resolution

15.1 Governing Law. These Terms and any disputes are governed by the laws of the State of Delaware, excluding conflict-of-laws rules.

15.2 Venue. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Mateo, California, and waive objections to jurisdiction or venue, except that QDay may seek injunctive or equitable relief in any competent court.

16. Changes to These Terms

QDay may update these Terms. For material changes, QDay will provide reasonable notice (for example, via email or through the Services). Updated Terms take effect when posted. Continued use after updates means you accept the changes. If you do not agree, stop using the Services and close your Account.

17. Miscellaneous

17.1 Entire Agreement. These Terms, together with Order Forms and the Privacy Policy, constitute the entire agreement between you and QDay and supersede prior agreements regarding the Services.

17.2 Order of Precedence. If there is a conflict between these Terms and a mutually signed Order Form, the Order Form controls to the extent of the conflict.

17.3 Assignment. You may not assign these Terms without QDay's written consent. QDay may assign in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets.

17.4 Independent Contractors. The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, or employment relationship.

17.5 Force Majeure. QDay is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or power outages.

17.6 Notices. Notices to QDay must be sent to [email protected] (or another designated address) and are deemed received when delivered. QDay may send notices to you via the email associated with your Account or through the Services.

17.7 Waiver and Severability. QDay's failure to enforce a provision is not a waiver. If a provision is found unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be replaced with an enforceable one that reflects the parties intent.

17.8 Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms except for the QDay Parties, who are intended beneficiaries of the disclaimers and limitations of liability.