Last Updated: February 1, 2024
These Terms of Service ("Terms") constitute a legally binding agreement between you and UNYTS - Upstate NY Technology Services ("Company," "we," "us," or "our") concerning your access to and use of our website and IT services. By accessing or using our services, you agree to be bound by these Terms.
UNYTS provides professional IT services including, but not limited to:
Specific services will be outlined in individual service agreements or statements of work.
As a client of UNYTS, you agree to:
Payment terms will be specified in individual service agreements. Unless otherwise agreed, invoices are due within 30 days of the invoice date. Late payments may be subject to interest charges and service suspension. You are responsible for all costs associated with collection of past-due amounts, including reasonable attorney fees.
All content, materials, and intellectual property provided by UNYTS, including but not limited to documentation, software, tools, and methodologies, remain the exclusive property of UNYTS or its licensors. You may not copy, modify, distribute, or create derivative works based on our intellectual property without express written permission.
Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our business relationship. We will implement reasonable security measures to protect your data, and we expect you to do the same for any information we share with you.
Service level commitments, response times, and uptime guarantees will be detailed in separate Service Level Agreements (SLAs) as applicable to your specific service package. While we strive to provide uninterrupted service, we cannot guarantee 100% uptime due to factors beyond our control.
To the maximum extent permitted by law, UNYTS shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from your use of our services. Our total liability shall not exceed the amount paid by you for services during the twelve (12) months preceding the claim.
We warrant that our services will be performed in a professional and workmanlike manner. However, our services are provided "AS IS" without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that our services will be uninterrupted, error-free, or completely secure.
You agree to indemnify and hold harmless UNYTS and its officers, employees, and agents from any claims, losses, damages, liabilities, and expenses (including reasonable attorney fees) arising from your use of our services, violation of these Terms, or infringement of any third-party rights.
Either party may terminate services with written notice as specified in the service agreement. We reserve the right to suspend or terminate services immediately if you breach these Terms, fail to pay amounts due, or engage in illegal or harmful activities. Upon termination, you remain responsible for all fees incurred prior to termination.
While we may provide backup services, you are ultimately responsible for maintaining your own backup copies of important data. We recommend maintaining independent backups separate from any backup services we provide. We are not responsible for data loss resulting from system failures, user error, or other causes.
We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of our services after changes become effective constitutes acceptance of the modified Terms.
These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. Any disputes arising from these Terms or our services shall be resolved in the courts located in New York State.
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.
These Terms, together with any service agreements, statements of work, and our Privacy Policy, constitute the entire agreement between you and UNYTS regarding the use of our services and supersede all prior agreements and understandings.
If you have questions about these Terms, please contact us:
UNYTS - Upstate NY Technology Services