Effective Date: October 10, 2025Licensor: Quontumm, Inc., a Nebraska corporation, 1323 South 9th Street, #205, Omaha, NE 68108, legal@quontumm.com ("Quontumm," "we," "our").Licensee: The purchaser/end user of the applicable digital product ("you," "your").
1) AcceptanceBy purchasing, downloading, accessing, or using any Quontumm digital product (each a "Digital Product"), you agree to this Limited License Agreement ("Agreement"). If you are entering into this Agreement on behalf of a company or organization, you represent that you have authority to bind that entity, and "you" refers to that entity.
2) DefinitionsDigital Products: Any downloadable or hosted digital assets sold or provided by Quontumm, including but not limited to frameworks, templates, documents, checklists, SOPs, audio/video files, graphics, code snippets, scripts, configuration files, and educational materials.End Product: A work product created by you using a Digital Product for your internal business operations (e.g., a customized SOP or workflow you deploy inside your company).Resale: Selling, licensing, renting, leasing, distributing, publishing, or otherwise making available a Digital Product or derivative of a Digital Product to third parties for a fee or for free.Competing Product: Any product or service that substantially replicates the structure, content, functionality, or market positioning of Quontumm's offerings (including, without limitation, the "Superposition Framework," Quontumm-branded funnels, page layouts, pricing ladders, product bundles, and delivery mechanisms), such that it serves as a substitute for Quontumm's catalog in Quontumm's target market, as reasonably determined by Quontumm.PLR License: A separately purchased "Private Label Rights" add-on from Quontumm that expressly grants limited resale rights, subject to Section 6.Delivery Mechanism: The system(s) and process(es) used to deliver, gate, or fulfill products to buyers (e.g., websites, funnels, LMS, customer portals, automations).
3) License Grant (Standard License)Subject to your full and ongoing compliance with this Agreement and payment of applicable fees, Quontumm grants you a limited, non-exclusive, non-transferable, non-sublicensable license to:(a) Internal Use: Download, install, and use the Digital Product solely for your internal business purposes within a single legal entity.(b) Create End Products: Modify and adapt the Digital Product to create End Products used inside your own company.What you may not do under the Standard LicenseUnless you have an active, written PLR License for that specific Digital Product (Section 6), you must not:Resell, redistribute, or share the Digital Product or any derivative/source files, whether free or paid.Modify for resale (e.g., tweak and package as your own product, template, or toolkit).Use as a template for clients or deliver the source files to agency clients (outputs and advice are fine; the raw product files are not).Create or market a Competing Product (defined above).Clone Quontumm's business model: You may not copy Quontumm's funnels, pricing tiers, offer ladders, bundling, messaging playbooks, or Delivery Mechanisms.Upload to public repositories or marketplaces (e.g., GitHub public, Gumroad, Etsy, Envato, etc.) or include in open-source projects.Use for dataset creation or AI/ML training without a separate, express license from Quontumm.Remove or alter copyright notices or proprietary legends.
4) Ownership; No Implied LicensesAll Digital Products (including all copies, modifications, and derivatives) are owned by Quontumm and protected by U.S. and international IP laws. No rights are granted by implication, estoppel, or otherwise beyond those expressly stated.
5) Attribution & BrandingYou must not use Quontumm's name, logos, trade dress, or "Superposition Framework" marks to market your business, products, or services without our prior written consent. Do not suggest sponsorship or endorsement by Quontumm.
6) Optional PLR License (If Purchased)If—and only if—you purchase a PLR License from Quontumm for a specific Digital Product, the following additional rights apply to that Product, strictly subject to all conditions below:6.1 Additional RightsYou may rebrand and edit the Digital Product and resell it to your customers as part of your own catalog.You may bundle it with other materials you independently own.6.2 Non-Negotiable Conditions Even with PLR, you must not:Use Quontumm's branding or trade dress, or imply affiliation/endorsement.Resell as a Competing Product: Your offer must be materially distinct in positioning, features, and audience promise; superficial edits do not qualify.Copy Quontumm's business model: You must develop your own sales strategy, funnel architecture, page design/layout, pricing tiers, bundling logic, and Delivery Mechanism.Sell to PLR sellers or grant your buyers PLR rights unless your PLR license expressly allows downstream PLR.Upload to public marketplaces where Quontumm or its partners sell the same/similar products, unless Quontumm gives written permission.Use paid search or social ads targeting Quontumm's brand names, product names, or URLs.Distribute source files in a way that enables your buyers to resell unmodified copies (e.g., giving original master files without meaningful transformation).Use for AI/ML training without a separate license.6.3 Proof & Audit Upon Quontumm's request, you must promptly provide proof of your PLR license, current offer URLs, sales pages, and fulfillment methods to verify compliance.6.4 Revocation PLR rights are immediately revocable upon breach. Quontumm may disable access, demand takedown, and require certification of destruction of infringing copies. No refunds.
7) Delivery; Access ControlQuontumm may deliver Digital Products via download, link, or hosted access. We may implement technical protections (e.g., license keys, watermarks) and update or change delivery methods at our discretion.
8) Updates & SupportWe may, but are not obligated to, provide updates, replacements, or support. Access to updates may require a valid account and good-standing payment status.
9) Verification & AuditTo confirm compliance, Quontumm may request reasonable information (e.g., number of seats/users, the locations where the Digital Product is installed, URLs where it is offered or used). You agree to cooperate in good faith within ten (10) business days of request.
10) Term; Termination; RevocationThis Agreement begins upon your purchase or first use and continues unless terminated. Quontumm may revoke or terminate your license immediately if you breach this Agreement. Upon termination or revocation, you must stop using the Digital Product and destroy all copies in your possession or control. Sections 4–5 and 8–22 survive termination.
11) Takedown; Injunctive ReliefYou agree that unauthorized resale, distribution, or creation of a Competing Product causes irreparable harm. Quontumm is entitled to immediate injunctive relief (temporary, preliminary, and permanent) in addition to any other remedies.
12) Fees; Non-PaymentAccess to certain Digital Products may be conditioned on payment. If any payment is reversed, refunded, or charged back, Quontumm may suspend or revoke your license.
13) No WarrantiesDIGITAL PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." QUONTUMM DISCLAIMS ALL WARRANTIES (EXPRESS, IMPLIED, STATUTORY), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
14) Limitation of LiabilityTO THE MAXIMUM EXTENT PERMITTED BY LAW, QUONTUMM'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO A DIGITAL PRODUCT IS LIMITED TO THE AMOUNTS YOU PAID FOR THAT DIGITAL PRODUCT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. QUONTUMM WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/GOODWILL.
15) IndemnificationYou will defend, indemnify, and hold harmless Quontumm from any third-party claim, damage, or expense (including reasonable attorneys' fees) arising out of your breach of this Agreement or your resale, marketing, or distribution activities.
16) Compliance With Laws; ExportYou will comply with all applicable U.S. laws and regulations, including IP, privacy, sanctions, and export control laws. You represent you are not located in a restricted jurisdiction or on a restricted list.
17) U.S. Government RightsDigital Products are "Commercial Items" under FAR 2.101. Government end users receive only those rights granted to other licensees under this Agreement.
18) Governing Law; Dispute ResolutionThis Agreement is governed by the laws of the State of Nebraska, excluding its conflicts-of-law rules. Disputes will be resolved by binding arbitration under the rules of the American Arbitration Association (AAA) in Lancaster County, Nebraska. Each party pays its own attorneys' fees and shares arbitration fees equally, except as otherwise required by law or awarded by the arbitrator. Notwithstanding the foregoing, Quontumm may seek injunctive relief in the state or federal courts located in Nebraska, and you consent to jurisdiction and venue there. These provisions are intended to be enforceable nationwide within the United States.
19) NoticesLegal notices to Quontumm must be sent to legal@quontumm.com with a copy to the postal address above. Notices to you may be sent to the email/address associated with your purchase.
20) AssignmentYou may not assign or transfer this Agreement or any license rights without Quontumm's prior written consent. Any attempted assignment in violation of this Section is void.
21) Relationship to Other Agreements; Order of PrecedenceIf you also have a Master Service Agreement (MSA) or Statement of Work (SOW) with Quontumm:For Digital Products purchased outside an SOW, this Agreement controls.For custom deliverables under an SOW, the MSA/SOW controls to the extent it expressly grants different IP rights for those specific deliverables. If there is a direct conflict, the more restrictive IP and resale controls prevail unless the MSA/SOW expressly states otherwise.
22) GeneralThis is the entire agreement regarding Digital Products and supersedes prior or contemporaneous understandings for the same. Amendments must be in writing and issued by Quontumm. If any provision is unenforceable, it will be modified to the minimal extent necessary to make it enforceable, and the rest remains in effect. No failure to enforce is a waiver.
Plain-English Summary (non-binding)Standard License = internal use only inside your own company.No resale or redistribution of our digital products or derivatives.No cloning our business model (funnels, pricing ladders, bundles, delivery mechanisms).PLR rights exist only if you buy the PLR add-on; even then, you must build your own strategy and delivery, not piggyback ours.We can revoke your license for violations and seek injunctions.
