Terms of Service

Last Updated: January 9, 2025

1. Acceptance of Terms

By accessing or using the website, services, or resources provided by Datafying Tech Services ("Company," "we," "us," or "our"), you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"), as well as our Privacy Policy.

We reserve the right to modify, update, or discontinue these Terms at any time without prior notice. Your continued use of our website or services following any changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

2. Services Description

Datafying Tech Services provides managed cybersecurity services, IT consulting, technology solutions, risk assessments, and related professional services ("Services") to businesses and organizations. Our Services may include, but are not limited to:

• Cybersecurity risk assessments and audits
• Network security monitoring and management
• Security awareness training and education
• Compliance consulting and assistance
• Incident response and remediation
• Technology infrastructure consulting
• Managed security services

The specific Services provided to each Client will be outlined in a separate Service Agreement, Statement of Work, or similar contractual document. These Terms govern your use of our website and general relationship with us, while specific Services are subject to additional terms in executed agreements.

3. User Obligations and Acceptable Use

Authorized Use

You agree to use our website and Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Violate any applicable local, state, national, or international law or regulation
• Infringe upon or misappropriate any intellectual property rights
• Transmit any malicious code, viruses, or harmful software
• Engage in unauthorized access to our systems or other users' data
• Interfere with or disrupt the integrity or performance of our website or Services
• Attempt to gain unauthorized access to any portion of our website or systems
• Use automated systems to access our website without express written permission
• Impersonate any person or entity or misrepresent your affiliation
• Harass, abuse, or harm other users or our personnel

Account Security

If you create an account or receive credentials to access our Services, you are responsible for:

• Maintaining the confidentiality of your login credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Ensuring your account information is accurate and current

4. Intellectual Property Rights

Our Intellectual Property

All content, materials, and intellectual property on our website and within our Services, including but not limited to text, graphics, logos, images, software, methodologies, documentation, and reports, are owned by or licensed to Datafying Tech Services and are protected by copyright, trademark, and other intellectual property laws.

You may not reproduce, distribute, modify, create derivative works from, publicly display, or exploit any of our intellectual property without our express written permission.

Client Materials

You retain ownership of any materials, data, or information you provide to us. By providing materials to us, you grant us a limited, non-exclusive license to use such materials solely for the purpose of delivering Services to you.

5. Confidentiality

Both parties acknowledge that they may have access to confidential and proprietary information during the course of our relationship. Each party agrees to:

• Maintain the confidentiality of the other party's confidential information
• Use confidential information only for the purposes of the business relationship
• Not disclose confidential information to third parties without prior written consent
• Take reasonable precautions to protect confidential information from unauthorized disclosure

This confidentiality obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed without use of confidential information; or (d) must be disclosed pursuant to legal requirements.

6. Service Limitations and Client Responsibilities

No Guarantee of Security

Client Cooperation

Effective delivery of our Services requires your cooperation and timely participation. You agree to:

• Provide accurate and complete information
• Grant necessary access to systems and data as required
• Implement recommendations in a timely manner
• Maintain adequate backups of critical data
• Comply with security policies and best practices
• Inform us of any changes to your environment that may affect our Services

Failure to fulfill these responsibilities may limit our ability to deliver Services effectively and may affect outcomes.

7. Fees and Payment Terms

Service Fees

Fees for Services will be specified in your Service Agreement or Statement of Work. Unless otherwise specified:

• All fees are in U.S. Dollars
• Fees are due within the timeframe specified in your invoice (typically net 30 days)
• Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law
• We reserve the right to suspend Services for accounts with outstanding balances

Expenses and Additional Costs

You may be responsible for reimbursing reasonable expenses incurred in delivering Services, including third-party software licenses, hardware, travel expenses, or other costs approved in advance.

Price Changes

We reserve the right to modify our pricing with thirty (30) days' written notice. Price changes will apply to future billing periods and do not affect current contracted rates unless agreed in writing.

8. Term and Termination

Service Term

The term of Services will be specified in your Service Agreement. Unless otherwise stated, Services will continue on a month-to-month basis following the initial term.

Termination Rights

Either party may terminate Services by providing written notice as specified in your Service Agreement (typically 30 days). We may terminate Services immediately if:

• You breach these Terms or your Service Agreement
• Your account becomes delinquent
• You engage in conduct that could harm our reputation or operations
• We determine that continuing Services poses legal or security risks

Effect of Termination

Upon termination:

• You remain responsible for all fees and charges incurred through the termination date
• We will cease providing Services after the termination date
• We may delete or return your data as specified in your Service Agreement
• Confidentiality obligations continue for a reasonable period
• Provisions that by their nature should survive termination will continue in effect

9. Warranties and Disclaimers

Our Warranties

We warrant that we will provide Services in a professional and workmanlike manner consistent with industry standards. This is your sole and exclusive warranty.

Disclaimer of Warranties

10. Limitation of Liability

These limitations apply regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Datafying Tech Services, its officers, directors, employees, agents, contractors, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of our website or Services
• Your violation of these Terms
• Your violation of any third-party rights
• Your negligence or willful misconduct
• Your failure to implement our recommendations
• Unauthorized access to your systems not caused by our gross negligence or willful misconduct

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense of such claims.

12. Force Majeure

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, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

13. Independent Contractor Relationship

The relationship between you and Datafying Tech Services is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency, or fiduciary relationship. Neither party has authority to bind the other or make commitments on the other's behalf.

14. Dispute Resolution and Arbitration

Informal Dispute Resolution

In the event of any dispute, controversy, or claim arising from or relating to these Terms or our Services, the parties agree to first attempt to resolve the dispute informally by contacting us at su*****@*******ng.tech.

Binding Arbitration

If informal resolution is unsuccessful within thirty (30) days, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Georgia, and judgment on the arbitration award may be entered in any court having jurisdiction.

Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN US AND YOU INDIVIDUALLY. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Exceptions

Either party may seek injunctive or equitable relief in court to protect intellectual property rights or confidential information without prior arbitration.

15. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, United States, without regard to its conflict of law provisions.

Subject to the arbitration provisions above, you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Georgia for resolution of any disputes.

16. General Provisions

Entire Agreement

These Terms, together with your Service Agreement and Privacy Policy, constitute the entire agreement between you and Datafying Tech Services regarding the subject matter herein and supersede all prior agreements and understandings.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative.

Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

Notices

Notices to you may be provided via email to the address associated with your account or by posting on our website. Notices to us should be sent to su*****@*******ng.tech.

Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

Language

These Terms are written in English. Any translations are provided for convenience only, and the English version shall prevail in case of conflict.

17. Professional Services Disclaimers

No Guarantee of Results

While we provide professional Services using industry best practices, we do not guarantee specific outcomes or results. Cybersecurity effectiveness depends on many factors beyond our control, including user behavior, evolving threats, and third-party systems.

Third-Party Products and Services

We may recommend or implement third-party products and services. We are not responsible for the performance, availability, or security of third-party solutions. Any warranties or support for third-party products are provided solely by the third-party vendor.

Regulatory Compliance

While we may assist with compliance efforts, you remain solely responsible for ensuring your organization meets all applicable legal, regulatory, and industry requirements. Our Services do not constitute legal advice, and you should consult with qualified legal counsel regarding compliance matters.

18. Contact Information

For questions about these Terms of Service, please contact us:

19. Acknowledgment

BY USING OUR WEBSITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR WEBSITE OR SERVICES.