Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or entity, "Client") and Oversilo, Inc. ("Oversilo," "we," "us," or "our") governing your access to and use of the Oversilo website, platform, applications, and services (collectively, the "Services").

By accessing, browsing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

1.1 Eligibility

You must be at least 18 years old and capable of forming a binding contract to use our Services. By using our Services, you represent that you meet these requirements.

1.2 Changes to Terms

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 the Services after any changes indicates your acceptance of the modified Terms.

2. Definitions

• "Agreement" means these Terms together with any Service Order, Statement of Work (SOW), or Master Services Agreement (MSA).
• "Authorized Users" means employees, contractors, or agents authorized by you to access the Services.
• "Client Data" means all data and materials that you submit or provide through the Services.
• "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential.
• "Documentation" means user guides, manuals, and technical documentation provided by Oversilo.
• "Fees" means the amounts payable for the Services as specified in the applicable Service Order.
• "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and other intellectual property rights.
• "Service Order" means an ordering document specifying the Services you have purchased.
• "SLA" means the Service Level Agreement available at oversilo.com/sla.

3. Services Description

Oversilo provides enterprise IT support services, including:

3.1 Core Services

• Infrastructure Support: Server management, network administration, system monitoring, and maintenance
• Security Operations: Threat monitoring, incident response, vulnerability management, and security assessments
• Cloud Services: Cloud migration, management, optimization, and cost analysis
• Help Desk: End-user technical support, issue resolution, and request management
• Managed Services: Proactive IT management, monitoring, and system administration
• IT Consulting: Strategic planning, technology assessment, and project management

3.2 Service Tiers

Services are provided according to the service tier selected in your Service Order: Bronze, Silver, Gold, or Platinum. Specific features, response times, and commitments for each tier are detailed in the SLA.

3.3 Service Modifications

We reserve the right to modify, update, or discontinue any aspect of our Services with reasonable notice. Material changes affecting your purchased services will be communicated at least 30 days in advance.

4. Account Registration and Security

4.1 Account Creation

To access certain Services, you must create an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized use

4.2 Authorized Users

You are responsible for ensuring that your Authorized Users comply with these Terms. You will maintain accurate records of all Authorized Users and promptly remove access for terminated employees or contractors.

4.3 Access Credentials

If we provide you with access credentials for your systems, such credentials are provided solely for service delivery purposes. We will maintain appropriate security controls over these credentials. You retain ultimate responsibility for your systems and data.

5. Acceptable Use Policy

5.1 Permitted Use

You may use the Services only for lawful business purposes in accordance with these Terms. You agree to comply with all applicable laws and regulations.

5.2 Prohibited Conduct

You agree not to:

• Use the Services for any illegal purpose or in violation of any laws
• Violate or infringe upon the rights of others
• Transmit malware, viruses, or other malicious code
• Attempt to gain unauthorized access to any systems or networks
• Interfere with or disrupt the Services or servers
• Use the Services to store or transmit infringing, defamatory, or unlawful content
• Resell, sublicense, or provide the Services to third parties without authorization
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Remove or alter any proprietary notices or labels
• Circumvent or disable security features or access controls

5.3 Enforcement

We may investigate violations of these Terms and take appropriate action, including suspending or terminating your access to the Services, reporting violations to law enforcement, or pursuing legal remedies.

6. Payment Terms

6.1 Fees and Billing

You agree to pay all Fees specified in your Service Order. Unless otherwise stated, Fees are quoted in U.S. dollars. Monthly fees are billed in advance on the first day of each billing period. One-time fees are billed upon completion.

6.2 Payment Methods

We accept credit card (Visa, Mastercard, American Express), ACH bank transfer, wire transfer (for annual contracts over $10,000), and check (for qualifying enterprise customers with approved credit).

6.3 Late Payments

If payment is not received within 30 days of the invoice date, a late fee of 1.5% per month (18% annually) may be applied. We may suspend access to the Services upon 10 days' written notice. You will be responsible for all costs of collection, including reasonable attorneys' fees.

6.4 Taxes

All Fees are exclusive of taxes. You are responsible for paying all applicable taxes, except for taxes based on Oversilo's net income.

6.5 Fee Changes

We may change our Fees upon 60 days' prior written notice. Fee changes will take effect at the start of your next billing cycle following the notice period.

6.6 Refunds

Monthly subscription fees are generally non-refundable. Annual prepaid subscriptions may be refunded on a prorated basis if terminated by us without cause. Service credits under the SLA are the sole remedy for service level failures.

7. Service Level Agreement

Our commitment to service quality is documented in the Service Level Agreement (SLA), which is incorporated into these Terms by reference.

The SLA defines response time commitments, resolution time targets, uptime guarantees, service credit procedures, and exclusions. Service credits must be requested within 30 days of the service level failure and may not exceed 100% of your monthly service fee. Service credits are your sole and exclusive remedy for SLA failures.

The SLA does not apply to failures caused by factors outside our reasonable control, your actions or failures to act, third-party services not provided by us, scheduled maintenance with proper notice, or features marked as beta or experimental.

8. Intellectual Property Rights

8.1 Oversilo's Intellectual Property

We retain all rights, title, and interest in and to the Services and all underlying technology, software, tools, scripts, trademarks, documentation, and any improvements or derivatives thereof. Nothing in these Terms transfers any Intellectual Property Rights to you except for the limited license to use the Services.

8.2 Your Intellectual Property

You retain all rights to your Client Data. You grant us a limited, non-exclusive license to use, process, and display Client Data solely to provide the Services, improve our Services using aggregated anonymized data, and comply with legal obligations.

8.3 Feedback

If you provide suggestions, ideas, or feedback about our Services, you grant us a perpetual, irrevocable, royalty-free license to use and incorporate such Feedback without obligation to you.

8.4 Work Product

Unless otherwise agreed in writing, custom scripts, configurations, and documentation created specifically for you will be owned by you. General tools, methodologies, and know-how remain our property.

9. Confidentiality

9.1 Obligations

Each party agrees to use Confidential Information only for purposes of this Agreement, protect it with at least reasonable care, limit access to those with a need to know, and not disclose it to third parties without prior written consent.

9.2 Exceptions

Confidentiality obligations do not apply to information that is or becomes publicly available, was known before disclosure, is independently developed, is received from a third party without restrictions, or is required to be disclosed by law.

9.3 Duration

Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets which are protected indefinitely.

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that: (a) we have the right to enter into this Agreement; (b) the Services will be performed in a professional and workmanlike manner; (c) the Services will materially conform to the Documentation; and (d) we will comply with all applicable laws.

10.2 Your Warranties

You warrant that: (a) you have the right to enter into this Agreement; (b) you have all necessary rights to provide Client Data; (c) your use of the Services will comply with all applicable laws; and (d) you will maintain adequate security measures.

10.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE CAUSE OF ACTION OR WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.3 Exceptions

The limitations in this section do not apply to: (a) liability arising from gross negligence or willful misconduct; (b) liability for death or personal injury caused by negligence; (c) liability for fraud or fraudulent misrepresentation; or (d) any liability that cannot be limited by applicable law.

12. Indemnification

12.1 Your Indemnification

You will indemnify, defend, and hold harmless Oversilo from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services in violation of these Terms; (b) your Client Data; (c) your violation of any law or third-party rights; or (d) any dispute between you and your end users.

12.2 Our Indemnification

We will indemnify, defend, and hold you harmless from and against any claims that the Services infringe any third-party intellectual property rights, provided that you: (a) promptly notify us of the claim; (b) give us sole control of the defense; and (c) provide reasonable cooperation.

12.3 Remedies for Infringement

If the Services become subject to an infringement claim, we may, at our option: (a) procure the right for you to continue using the Services; (b) modify the Services to be non-infringing; (c) replace the Services with a non-infringing alternative; or (d) terminate the affected Services and refund prepaid fees on a prorated basis.

13. Termination

13.1 Term

This Agreement begins on the date you first accept these Terms and continues until terminated. Subscription terms are specified in your Service Order.

13.2 Termination for Convenience

Either party may terminate this Agreement for convenience upon 30 days' prior written notice. You may terminate your subscription at the end of your current billing period.

13.3 Termination for Cause

Either party may terminate this Agreement immediately if the other party: (a) materially breaches these Terms and fails to cure within 30 days of notice; (b) becomes insolvent or files for bankruptcy; or (c) ceases operations.

13.4 Effect of Termination

Upon termination: (a) your right to use the Services will immediately cease; (b) you must pay all outstanding Fees; (c) we will delete your Client Data within 30 days unless legally required to retain it; and (d) provisions that by their nature should survive (including confidentiality, limitation of liability, and indemnification) will survive.

13.5 Data Export

Upon request made within 30 days of termination, we will make your Client Data available for export in a standard format. After this period, we may delete your Client Data.

14. Dispute Resolution

14.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles.

14.2 Informal Resolution

Before initiating any formal dispute resolution, you agree to contact us at legal@oversilo.com and attempt to resolve the dispute informally for at least 30 days.

14.3 Arbitration

Any dispute not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted in Colorado Springs, Colorado, and judgment on the award may be entered in any court having jurisdiction.

14.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

14.5 Exceptions

Either party may seek injunctive relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with any Service Orders and the documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

15.2 Amendments

We may amend these Terms by posting updated terms on our website. Material changes will be notified as described in Section 1.2. For enterprise customers with an MSA, amendments must be in writing signed by both parties.

15.3 Waiver

No waiver of any provision of this Agreement will be effective unless in writing. The failure of either party to enforce any right or provision will not constitute a waiver of such right or provision.

15.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be modified to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

15.5 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.

15.6 Force Majeure

Neither party will be liable for any failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, riots, government actions, or internet or telecommunications failures.

15.7 Notices

Notices must be in writing and will be deemed received when delivered personally, one day after being sent by overnight courier, or three days after being sent by certified mail. Notices to Oversilo should be sent to the address in Section 16.

15.8 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

15.9 Export Compliance

You agree to comply with all applicable export control laws and regulations. You will not export or re-export the Services to any prohibited country, entity, or person.

15.10 Government End Users

If you are a U.S. government entity, the Services are provided as "commercial items" and "commercial computer software" subject to the applicable federal acquisition regulations.

16. Contact Information

If you have questions about these Terms, please contact us:

Oversilo, Inc.
Attn: Legal Department
129 S Powers Blvd
Colorado Springs, CO 80916
United States

Email: legal@oversilo.com
Phone: +1 (719) 239-3245