Terms and Conditions

These Terms and Conditions (this “Agreement”) govern the relationship between IOTAP Inc. (the “Company”) Work 365 Subscription and the individual or entity executing the accompanying Order Form for Services (including but not limited to Month to Month subscription Clients) or Statement of Work (the “Client”). By signing or otherwise accepting the Order Form or Statement of Work, the Client agrees to be legally bound by this Agreement.

1. Fees, Payment, and Delivery
   1. Fees and Payment Obligations
      1. In the event of termination by the Client, prepaid Fees are non-refundable and all Fees due under the Client Agreement (Order Form or Statement of Work) are due immediately and in full. However, if termination is due to the Company’s material breach, the Client shall be entitled to a prorated refund for unused prepaid services.
      2. Fees for Subscriptions and licenses are due in advance.
      3. The Client shall be responsible for all applicable taxes, duties, or other government levies associated with the Fees, except for taxes based on the Company’s net income.
   2. Non-Refundability
      1. In the event of early termination by the Client (for any reason), no refunds shall be issued for any prepaid Fees, and any remaining Agreement amounts (including Subscriptions, Licenses, and Professional Services) shall become due immediately.
   3. Consequences of Late Payment
      1. Late payments shall incur interest at the lesser of one percent (1%) per month or the maximum rate permitted by law, calculated from the due date until payment is received in full.
      2. The Company reserves the right to suspend, limit, or terminate access to Subscriptions, Licenses or Services defined in the Client Agreement for non-payment or any uncured breach of this Agreement.
      3. The Client agrees to reimburse the Company for all reasonable costs, including legal fees and collection agency charges, incurred in collecting overdue amounts.
   4. Payment Methods
      1. Payments may be made by credit card, Automated Clearing House (“ACH”), wire transfer, or other approved methods offered by the Company.
      2. Certain payment methods may incur processing fees, which will be disclosed by the Company in advance.
      3. The Company may require the Client to maintain a valid payment method on file for automatic billing.  Such requirement will be specified in the Client Order Agreement including Agreements that are month to month or where Client has incurred two or more late payments.
      4. The Company reserves the right to request a security deposit or advance payment from the Client in certain cases.  Such deposits will be specified in the Client Agreement.
   5. Fee Modifications
      1. The Company reserves the right to modify Fees or pricing upon thirty (30) days’ prior notice, provided via email, the Company’s website, or the Client portal.
      2. For month-to-month Client Agreement(s), pricing changes will take effect after the thirty (30) days’ notice period.
      3. For annual, multi-year, or other fixed-term agreements, pricing changes will not take effect until the next renewal period. The agreed-upon rates shall remain fixed throughout the existing contract term, unless otherwise mutually agreed in writing.
      4. If Client objects to the modified Fees, the Client may terminate this Agreement by providing written notice within the thirty (30) days’ notice period such that the Agreement does not renew at the end of the Agreement period.
2. Licenses and Authorized Use
   1. License Grant
      1. Subject to this Agreement, the Company grants the Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the subscriptions and services specified in the applicable Order Form (the “Subscription(s)”).
      2. The license is granted solely for the Client’s business purposes and may not be used for any other purpose without the Company’s prior written consent.
   2. Restrictions on Use
      1. The Client shall not:
         1. Decompile, disassemble, reverse-engineer, or attempt to derive the source code of any Subscription.
         2. Modify, adapt, translate, or create derivative works of any Subscription.
         3. Transfer, sublicense, lease, rent, or allow third parties to use or access the Subscription.
         4. The Client shall ensure that only authorized personnel access the Subscription(s) and the Company shall be liable for any unauthorized use.
      2. Third-Party Requirements
         1. The Client is solely responsible for obtaining and maintaining required third-party products or services, including but not limited to software licenses, hardware, and internet services.
         2. The Company disclaims any responsibility for the performance or availability of third-party products or services.
3. Support Services
   1. Scope of Support
      1. The Company shall provide technical support during standard business hours Monday through Friday as outlined in its support policies as defined in Company’s SOC2 report.  For clarity critical issues will have an acknowledgement response within two business days, non-critical issues will have an acknowledgement response within four business days.  The company will provide estimated resolution timelines within fourteen business days of Acknowledgement once the incident has been confirmed as a defect.
      2. The Company shall make commercially reasonable efforts to respond to support requests within the timelines specified in its support policies.  Weekend / emergency support is available for and additional fee for service.
   2. Exclusions from Support
      1. The Company is not obligated to provide support for issues arising from:
         1. Unauthorized modifications of Company software or tools;
         2. Misuse, negligence, or abuse;
         3. Unsupported hardware or software; for further clarification not part of the installation scoping and deployment.
         4. Additional support services outside the scope of standard support may be provided at the Company’s discretion and subject to additional Fees.
4. Intellectual Property and Confidentiality
   1. Ownership of Intellectual Property
      1. All intellectual property rights in the Subscription(s) and related materials remain the exclusive property of the Company or its licensors.
      2. The Client retains ownership of all data entered into the Subscription(s) (“Client Data”).
      3. Unless expressly agreed in writing, all Modifications, Enhancements, and integrations or other professional service customizations remain the exclusive property of the Company. If Client wishes to retain rights to custom developments, a separate agreement may be negotiated.
      4. The Client shall not remove, alter, or obscure any proprietary notices or markings on the Subscription(s) or related materials.
   2. Confidential Information
      1. Both parties agree to treat all non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) as confidential (“Confidential Information”).
      2. The Recipient shall not disclose, use, or disseminate Confidential Information except as authorized in writing by the Discloser or as required by law.
      3. Each party agrees to implement reasonable security measures to protect the other party’s Confidential Information from unauthorized access or disclosure.
      4. Confidential Information shall not include information that:
         1. Was already known to the Recipient without restriction before disclosure;
         2. Becomes publicly available through no fault of the Recipient;
         3. Is disclosed to the Recipient by a third party lawfully in possession of such information without a duty of confidentiality.
   3. Use of Client Logo
      1. Unless otherwise directed in writing by the Client, the Company is granted a limited, non-exclusive, royalty-free right to use the Client’s name, logo, and trademarks solely for marketing, promotional, and sales-related materials, including but not limited to the Company’s website, presentations, and case studies. The Client may revoke this permission at any time by providing written notice to the Company, and the Company shall remove the Client’s name, logo, or trademarks from all materials within 90 days of receiving such notice. This provision does not grant the Company any ownership rights in the Client’s intellectual property, and all such rights remain the exclusive property of the Client.
5. Disclaimer of Warranties
   1. Except as expressly set forth in this agreement, the company provides the subscription(s) and any related services “as is” and “as available,” without warranty of any kind, whether express, implied, or statutory.
   2. The company specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.
   3. The company does not warrant that the subscription(s) or any related services will be error-free, uninterrupted, or that all defects will be corrected.
6. Limitation of Liability
   1. Exclusion of Indirect Damages
      1. Neither party shall be liable for indirect, incidental, consequential, or special damages, including loss of profits, data, or business opportunities, even if such damages are foreseeable or the party has been advised of the possibility of such damages.
   2. Maximum Liability
      1. The Company’s total liability for all claims under this Agreement shall not exceed the total Fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim.
      2. The Client’s total indemnification liability shall not exceed the total amount paid by the Client in the last twelve (12) months, except in cases of fraud, gross negligence, or willful misconduct
      3. The limitations in this section shall not apply to liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations.
7. Indemnification
   1. Client’s Indemnification Obligations
      1. The Client shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against any and all third-party claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with (a) the Client’s use of the Subscription(s) in a manner not authorized by this Agreement; (b) the Client’s breach of any representations, warranties, or obligations under this Agreement; or (c) any actual or alleged infringement, misappropriation, or violation of any intellectual property right or other right of a third party by the Client.  However, the Company shall retain sole control over its legal defense and settlement negotiations.
   2. Company’s Indemnification Obligations
      1. The Company shall indemnify, defend, and hold harmless the Client, its directors, officers, employees, and agents from and against any and all third-party claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any actual or alleged infringement or misappropriation of any third-party intellectual property right by the Subscription(s), provided that (a) the Subscription(s) have been used in accordance with this Agreement; (b) the Client promptly notifies the Company in writing of any claim; (c) the Company is granted sole control of the defense and any related settlement negotiations; and (d) the Client provides all reasonable assistance and information required by the Company.
   3. Exclusions
      1. The Company shall have no indemnification obligations for claims arising from (a) modifications of the Subscription(s) by any party other than the Company; (b) the Client’s combination of the Subscription(s) with products, software, services, or data not provided by the Company; or (c) the Client’s use of the Subscription(s) in breach of this Agreement.
8. Term and Termination
   1. Term
      1. This Agreement commences upon execution of the Order Form or in the case of Month to Month subscriptions or instances where no order is executed this Agreement commences when the Company’s software and tools are installed in the Client environment and continues for the term specified therein or until the Software/Subscription is removed.
   2. Automatic Renewal
      1. For non-monthly agreements, the Company shall notify the Client at least 60 days prior to renewal. The Client must decline renewal in writing; otherwise, the Agreement shall automatically renew at the end of the current term.  For further clarification, Clients must provide written notice at least 15 days before the renewal date to avoid automatic renewal. If no response is received, renewal will proceed at the then current pricing
   3. Termination for Cause
      1. Either party may terminate this Agreement for material breach by providing thirty (30) days’ written notice and an opportunity to cure.
      2. The Company may terminate the Agreement immediately if the Client becomes insolvent or initiates bankruptcy proceedings.
   4. Post-Termination Obligations
      1. Upon termination, the Client shall immediately cease use of the Subscription(s) and return or destroy all related materials in its possession or control.
      2. The Client remains liable for all outstanding payments under this Agreement, which become immediately due.
      3. Upon the Client’s written request, and provided all outstanding Fees have been paid, the Company shall make available to the Client a copy of the Client’s Data in a commercially reasonable format.
      4. For Client Data stored on Company systems and servers Company shall retain Client’s data and configuration information for ninety days post termination.
9. General Provisions
   1. Entire Agreement
      1. This Agreement, along with any applicable Order Forms or Statements of Work, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings.
   2. Governing Law; Venue
      1. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-law principles.
      2. The parties consent to the exclusive jurisdiction of the federal or state courts located in the Commonwealth of Virginia to resolve any disputes arising out of or relating to this Agreement.
   3. Severability
      1. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be deemed modified to the least extent necessary to make it valid and enforceable.
   4. Force Majeure
      1. Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, or widespread internet disruptions.
   5. No Waiver
      1. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
   6. Modification of Terms
      1. The Company reserves the right to modify, amend, or update the terms and conditions of this Agreement at any time, provided that written notice of such modifications is given to the other party at least 90 days prior to the effective date of the changes. Such modifications shall become binding at the end of the notice period unless the Client submits a written objection within 60 days of receiving notice. If an objection is made, the modified Agreement Terms and Conditions shall take effect upon the next contract renewal. Continued performance or acceptance of benefits under this Agreement after the effective date of the modification shall constitute acceptance of the revised terms.
   7. Notices
      1. All notices under this Agreement shall be in writing and deemed given when delivered personally, sent by email with request a delivery receipt enabled, or sent by certified or registered mail (return receipt requested) to the address specified by the receiving party.

Terms and Definitions

Subscription(s): The software and SaaS tools and Licenses provisioned as defined in the Client order agreement.

Agreement: The collection of mutually signed documents between the Client and Company including but not limited to the customer order agreement, Professional services and statement(s) of work, and this Terms and Conditions document.

Statement of Work (SOW): A statement of work (SOW) is the agreement between the Client and the Company that describes the terms and conditions for the execution of a project’s scope of work.

Client Data: information the Client provides while interacting with the Company’s software, systems or tools.

Modifications or Enhancements:  can include (but not limited to) new features, improved user interfaces, bug fixes, and security updates, localized changes made to fix bugs or add new features or integrate third-party systems.

Fee(s): Compensation paid for goods and services and amounts due from penalties