Effective date: April 1, 2025 Version: 3.1

1. acceptance of terms

These Terms of Service ("Terms") govern your access to and use of the websites, APIs, and professional services provided by TechSolutions, Inc. ("TechSolutions", "we", "us"). By using our services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

Our Privacy Policy and any applicable Service Level Agreements (SLAs) or Data Processing Addenda (DPA) are incorporated by reference.

2. description of services

TechSolutions provides cloud infrastructure, cybersecurity, AI/analytics, and DevOps professional services ("Services"). Services may be delivered under a separate Statement of Work (SOW) or Master Services Agreement (MSA). We reserve the right to modify or discontinue features with reasonable notice.

3. your responsibilities

You agree to:

  • Provide accurate account information and maintain security of credentials.
  • Use Services in compliance with all applicable laws (including data protection laws).
  • Not reverse engineer, resell, or use Services to build a competitive product.
  • Ensure your content does not infringe third-party rights or contain malware.

You are responsible for all activity under your account, including any sub‑contractors or employees.

4. fees and payment

Fees are outlined in your order form or SOW. Unless otherwise agreed:

  • Invoices are due net‑30 from invoice date.
  • Late payments may incur interest of 1.5% per month or the maximum allowed by law.
  • All fees are non‑refundable except as required by law or explicit SLA credits.
  • We may suspend Services if payment is more than 15 days overdue.

5. intellectual property rights

What we own: TechSolutions retains all rights to our pre‑existing tools, frameworks, and deliverables (including code, documentation, and methodologies) provided as part of the Services. We grant you a perpetual, royalty‑free license to use such deliverables for your internal business purposes.

What you own: You retain all rights to your data, content, and any custom code developed specifically for you (work made for hire).

Feedback: Any suggestions or ideas you provide may be used by us without obligation.

6. confidentiality

Both parties may have access to confidential information. "Confidential Information" includes non‑public business, technical data, and unreleased features. We agree to:

  • Use confidential information only for performing obligations under these Terms.
  • Protect it with reasonable care (at least the same care used for our own confidential info).
  • Not disclose it to third parties except as necessary for performance or as required by law.

Confidentiality obligations survive termination for 5 years.

7. data security and privacy

We implement industry‑standard security measures (encryption, access controls, regular audits). Our handling of personal data is governed by our Privacy Policy. If we process data on your behalf (as a processor), the terms of our Data Processing Addendum (DPA) apply and are incorporated herein.

8. warranties and disclaimers

We warrant that Services will be performed in a professional manner consistent with industry standards. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant that Services will be error‑free or uninterrupted.

9. limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. Our total liability arising out of these Terms is limited to the fees paid by you during the 12 months preceding the claim. This limitation does not apply to:

  • Breach of confidentiality or IP rights.
  • Fraud or willful misconduct.
  • Statutory liability that cannot be limited.

10. indemnification

You agree to indemnify and hold TechSolutions harmless from any claims arising out of your content, misuse of Services, or violation of applicable law. We may, at our expense, assume exclusive defense of any matter subject to indemnification.

11. termination

Either party may terminate these Terms for convenience with 30 days' written notice. We may suspend or terminate access immediately if you materially breach these Terms (including non‑payment). Upon termination, you must pay all outstanding fees and return or destroy any confidential information. Sections 4,5,6,8,9,10,12 survive termination.

12. governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws. Any dispute arising out of these Terms shall be resolved exclusively in the state or federal courts located in San Francisco County, California. The prevailing party in any action shall be entitled to reasonable attorneys' fees.

For EU customers: Nothing in this clause deprives you of protection under mandatory local law or the right to bring proceedings in your home country.

13. modifications

We may update these Terms from time to time. Material changes will be notified via email or prominent website notice. Continued use after notice constitutes acceptance of the modified Terms.

14. contact information

For questions about these Terms, please contact:

Legal department: legal@tech-solutions.shop
Office: +1 (800) 555‑0137
Mail: 121 Innovation Dr, Palo Alto, CA 94304, Attn: Legal

These Terms represent the complete agreement between you and TechSolutions regarding the Services. Individual SOWs may contain additional terms, which prevail in case of conflict.
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