These Terms of Service ("Terms") constitute a legally binding agreement between you and Iosota, LLC ("Iosota," "we," "us," or "our") governing your access to and use of our website at https://www.iosota.sbs (the "Site") and the professional services we offer (collectively, the "Services"). Please read these Terms carefully. By accessing the Site or using our Services, you agree to be bound by these Terms.
For purposes of these Terms:
Iosota provides professional computer systems design, computer integrated systems design, technical consulting, cloud infrastructure engineering, cybersecurity services, and managed support. The specific scope, timeline, and deliverables for each engagement are defined in a separate Statement of Work ("SOW") or service agreement executed between Iosota and the Client.
We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation.
An engagement is formed when both parties execute a written SOW or when the Client accepts a written proposal and makes the required initial payment. All engagements are subject to these Terms unless expressly superseded by a master services agreement.
The Client agrees to:
Fees for Services are specified in the applicable SOW. Unless otherwise stated:
Subject to full payment of fees, Iosota assigns to the Client all rights, title, and interest in the Deliverables specifically created for the Client under a SOW. Iosota retains ownership of:
All Iosota trademarks, logos, and branding remain the exclusive property of Iosota, LLC.
Each party agrees to hold all Confidential Information of the other party in strict confidence and not disclose it to any third party except as necessary to perform its obligations under these Terms. This obligation survives termination of the engagement for a period of five (5) years, or indefinitely in the case of trade secrets.
Iosota warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. THE CLIENT'S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS RE-PERFORMANCE OF THE DEFICIENT SERVICES.
EXCEPT AS EXPRESSLY STATED ABOVE, IOSOTA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IOSOTA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IOSOTA'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO IOSOTA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
IN NO EVENT WILL IOSOTA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Client agrees to indemnify, defend, and hold harmless Iosota and its officers, directors, employees, and agents from any claims, damages, liabilities, and expenses arising out of the Client's use of the Services, breach of these Terms, or violation of any third-party rights.
These Terms apply for the duration of the Client's use of the Site and any active engagement. Either party may terminate an engagement in accordance with the termination provisions set forth in the applicable SOW. Upon termination:
These Terms and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law provisions.
Any dispute, controversy, or claim arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation. If not resolved within sixty (60) days, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Boulder, Colorado, and judgment on the award may be entered in any court having jurisdiction.
In connection with your use of the Site, you agree not to:
The Site may contain links to third-party websites or resources. Iosota is not responsible for the content, accuracy, or practices of these third-party sites. Your interactions with such sites are solely between you and the applicable third party.
We may revise these Terms from time to time. The most current version will always be posted on the Site with the "Last Updated" date. Your continued use of the Site or Services after any changes constitutes your acceptance of the revised Terms.
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 the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.
These Terms, together with any executed SOW, constitute the entire agreement between you and Iosota regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and representations.
If you have any questions about these Terms, please contact us at:
Iosota, LLC
1630 30TH St Ste A482
Boulder, CO 80301
United States
Email: support@iosota.sbs
Phone: +1 (606) 446-5833