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Terms of Service
This document is a working draft pending attorney review. It is published for transparency; the executed agreement governs any engagement.
Nexus Prism Intelligence Platform Quinn Defense Systems
Version: 1.0-draft (Pending Attorney Review) Effective Date: upon attorney sign-off; until then these Terms govern every request to the Platform on a best-efforts basis as agreed at account creation.
IMPORTANT NOTICE. These Terms are published in good faith and reflect Quinn Defense Systems' current operating practice. They have not yet been reviewed by outside counsel. By creating an account you accept these Terms as the interim contract between us and acknowledge that a successor "1.0-final" version will supersede them once signed off; we will give at least fourteen (14) calendar days' advance notice of any change that materially reduces your rights.
1. Parties and Definitions
1.1 "Platform" means the Nexus Prism Intelligence Platform, including the hosted portal (https://portal.quinndefensesystems.com), dashboards, public API endpoints, data feeds, notebooks, and any ancillary services Quinn Defense Systems ("we", "us", "our") offers under the Nexus Prism name.
1.2 "Customer" means the legal entity that creates a Tenant. "User" means any natural person who authenticates into the Platform under that Tenant. Customers are responsible for their Users.
1.3 "Tenant" means the isolated multi-tenant boundary identified by a
unique tenant UUID. Each Tenant is enforced at the database layer via
PostgreSQL row-level security keyed on the
nexus.current_tenant session GUC.
1.4 "Subscription" means the plan (Bronze, Silver, Gold, Platinum, or a negotiated plan) associated with the Tenant, including seat count, metered-usage allowances, and billing interval.
1.5 "Content" means the intelligence artefacts (OSINT feed data, correlations, enrichments, reports, notebooks, exports) generated, fetched, or stored through the Platform.
2. Account Eligibility and Onboarding
2.1 To open an account you must be at least eighteen (18) years old, a legally competent entity, and not located in a jurisdiction or on a sanctions list that would make our service to you unlawful under US, EU, or UK export-control law.
2.2 Federal and state agencies: please contact federal@quinndefensesystems.com before self-registering. Agency-sponsored tenants are provisioned on a dedicated Keycloak realm and subject to a separate negotiated Services Agreement that replaces these Terms.
2.3 You represent that the email address and organization details you supply at signup are accurate and that you are authorized to bind the organization named in the Tenant record.
2.4 Keycloak is the authoritative identity provider. You agree to
enable multi-factor authentication on any User account with the admin
or tenant_admin role.
3. Subscriptions, Billing, and Taxes
3.1 Pricing for each tier is published at https://portal.quinndefensesystems.com/pricing. Seat-class pricing is charged per User per billing interval; metered usage (API calls, enrichments) is reconciled nightly through Stripe's usage-based billing.
3.2 Payments are processed by Stripe, Inc.; Quinn Defense Systems never stores your raw card details. You authorise Stripe to debit the payment method on file for all amounts invoiced under the Subscription.
3.3 Refunds. Bronze and Silver tiers carry a fourteen (14) day money-back guarantee from first charge (pro-rated if usage exceeds the free allowance). Gold and Platinum subscriptions are non-refundable beyond Stripe's standard dispute channel.
3.4 Tax. Prices are exclusive of sales, use, VAT, GST, and similar taxes, which will be added to invoices where required by law. US federal and state agencies provisioned under Section 2.2 are handled through GSA Schedule / SEWP pricing instead.
3.5 Failed payment. After three (3) consecutive failed charges the
Tenant is moved to past_due status; at day fourteen (14) we suspend
Platform access (dashboards and API) and at day sixty (60) the Tenant
is cancelled. Suspension does not relieve the Customer of amounts
owed.
4. Use of the Platform
4.1 You may use the Platform for lawful intelligence, investigative, security-research, compliance, threat-hunting, and related purposes. See the Acceptable Use Policy (/legal/aup) for prohibited uses.
4.2 You will not: (a) reverse engineer, decompile, or probe the Platform beyond normal operation; (b) circumvent rate limits, seat limits, or tenant isolation; (c) share credentials across Tenants or with unauthorised third parties; (d) use the Platform to enable surveillance, targeting, or harm of individuals or groups in violation of applicable law (including, without limitation, the US Fourth Amendment, GDPR, and the Wassenaar Arrangement on dual-use export controls); (e) redistribute feed data sourced from third-party providers (Shodan, VirusTotal, AbuseIPDB, IntelX, OTX, URLScan) in a way that violates those providers' terms.
4.3 You are solely responsible for the lawfulness of any investigative action you take based on Content retrieved via the Platform. Content is raw signal; correlations and scores are decision-support, not conclusive proof.
5. Data Ownership
5.1 Your Content. You retain all right, title, and interest in Content you upload or author on the Platform (tenant-authored reports, notebooks, case files, tags). We receive a non-exclusive, royalty-free licence to host, process, back up, and operate on that Content strictly to deliver the Platform to you.
5.2 Our Platform. We retain all right, title, and interest in the Platform itself, including the ML models (RAPTOR, Starlight, and successors), the orchestration and correlation code, the dashboards, and the curated intelligence feeds we produce in-house.
5.3 Third-party feeds. Some Content on the Platform is licensed from third-party OSINT providers. Your use of that Content is subject to the upstream licensor's terms; you agree to comply with them and indemnify us against your breach.
5.4 Aggregate analytics. We may compute aggregate, de-identified usage statistics (e.g., "% of tenants using X feed") to improve the Platform. We will not disclose tenant-identifiable Content in marketing or public reporting.
6. Security, Classification, and Audit
6.1 Content defaults to UNCLASSIFIED // FOR OFFICIAL USE ONLY and
TLP GREEN unless your Tenant's classification defaults are upgraded at
provisioning. You must not upload classified information above your
Tenant's declared ceiling.
6.2 We maintain a tamper-evident, GPG-signed audit log of platform
actions (beta_activity_log). Audit records are retained for seven
(7) years for Gold and Platinum and two (2) years for Bronze and
Silver, unless a shorter retention is agreed in writing.
6.3 We will notify affected Customers of a confirmed security incident affecting their Content without undue delay and in any event within seventy-two (72) hours of confirmation, consistent with GDPR Art. 33(2) and applicable US state breach-notification laws.
7. Service Levels
7.1 The monthly uptime commitment is 99.0%, excluding scheduled maintenance windows announced at https://portal.quinndefensesystems.com/status. The Service Level Agreement is the authoritative statement of availability, service credits, and support response targets, and is incorporated here by reference. Platinum customers may agree a different target in a Services Agreement.
7.2 Uptime credits are graduated by measured availability as set out in the Service Level Agreement. Request a credit within thirty (30) days of the end of the affected month through support@quinndefensesystems.com. Credits do not apply to no-charge access.
7.3 Planned maintenance will be announced at least 48 hours in advance except for emergency security patching.
8. Warranties and Disclaimers
8.1 We warrant that during the Subscription we will operate the Platform in a professional and workmanlike manner and in material compliance with these Terms.
8.2 EXCEPT AS STATED IN 8.1, THE PLATFORM AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Intelligence data is inherently imperfect; we do not warrant its accuracy, completeness, or timeliness.
9. Limitation of Liability
9.1 To the maximum extent permitted by law, our aggregate liability for any claim arising out of or related to these Terms or the Platform is capped at the fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.
9.2 In no event will either party be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, or for lost profits, revenues, or data, even if advised of the possibility.
9.3 The limitations in 9.1 and 9.2 do not apply to (a) a party's indemnification obligations, (b) violations of the other party's intellectual-property rights, or (c) gross negligence or wilful misconduct.
10. Indemnification
10.1 You will defend, indemnify, and hold us harmless from any claim, loss, damage, or liability (including reasonable attorneys' fees) to the extent arising from (a) your use of the Platform in breach of these Terms or applicable law, (b) your Content, or (c) your breach of a third-party feed licensor's terms.
10.2 We will defend, indemnify, and hold you harmless from any third-party claim that the unmodified Platform (as delivered by us and used within the Subscription) infringes a US-issued patent, US-registered copyright, or trade secret, subject to the caps in Section 9.
11. Suspension and Termination
11.1 We may suspend or terminate access (or an individual User's seat) immediately for (a) non-payment after the grace period in Section 3.5, (b) a reasonable belief of a material security threat originating from the Tenant, (c) violation of the Acceptable Use Policy, or (d) a binding court or regulatory order.
11.2 Either party may terminate for convenience at the end of the current billing interval by giving written notice (an in-portal cancellation counts) at least seven (7) days before renewal.
11.3 On termination, we will retain your Content for thirty (30) days to permit export, then irrevocably delete it (subject to our audit-log retention in 6.2 and backup rotation not exceeding sixty (60) days).
12. Governing Law; Disputes
12.1 These Terms are governed by the laws of the State of Texas, USA, excluding conflict-of-laws rules.
12.2 Any dispute will first be subject to thirty (30) days' good-faith negotiation between named representatives. Thereafter the dispute will be resolved by confidential binding arbitration seated in Collin County, Texas, under the AAA Commercial Arbitration Rules, before a single arbitrator. The existence, record, and outcome of the arbitration are confidential and will not become a matter of public record. Either party may apply to a court to enforce or confirm an award, or for injunctive relief where irreparable harm is occurring or threatened, in the state or federal courts sitting in Collin County, Texas, or the Eastern District of Texas (Sherman Division).
12.3 Federal customers: governing law, forum, and dispute resolution are as specified in the separate Services Agreement and applicable federal procurement regulations (FAR / DFARS), not this Section 12.
13. Miscellaneous
13.1 Entire agreement. These Terms, together with the AUP, the Privacy Policy, the NDA (where executed), and any Order Form or Services Agreement, constitute the entire agreement between the parties and supersede all prior understandings on the same subject.
13.2 Order of precedence. Where a Master Subscription Agreement has been signed, the order of precedence in its Section 1.2 governs. Absent one, the order is: (1) a signed Addendum, as to its subject matter, (2) a signed Order Form, (3) a signed NDA, (4) these Terms, (5) the Service Level Agreement, (6) the AUP, (7) the Privacy Policy.
13.3 No third-party beneficiaries. Nothing in these Terms confers rights on anyone except the Parties.
13.4 Assignment. You may not assign these Terms without our prior written consent; we may assign to a successor in a bona-fide acquisition or reorganisation.
13.5 Notices. Legal notices to us: legal@quinndefensesystems.com. Notices to you: the email address on the Tenant record.
13.6 Modification. We may update these Terms by posting a new version at https://quinndefensesystems.com/legal/terms and giving fourteen (14) days' notice by email or in-portal banner. Continued use after the effective date constitutes acceptance.
Quinn Defense Systems -- Nexus Prism Intelligence Platform
Contact: legal@quinndefensesystems.com -- North Texas, USA