Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "your") and Techvera, Inc. ("Techvera," "we," "our," or "us") governing your access to and use of the techvera.com website, our customer portal, and any related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services.

2. Description of Services

Techvera provides managed IT services, cybersecurity solutions, digital transformation consulting, and related technology services to businesses. Our Services include but are not limited to:

• Managed IT support and help desk services
• Cybersecurity monitoring and threat protection
• Cloud infrastructure management
• Compliance consulting and implementation
• Network design and support
• Digital transformation planning and execution
• Hardware and software procurement

Specific services are governed by separate Master Services Agreements ("MSA") or Statements of Work ("SOW") entered into with clients.

3. Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or the organization you represent. By using our Services, you represent and warrant that you meet these eligibility requirements.

4. Account Registration

Some of our Services require you to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials confidential
• Notify us immediately of any unauthorized access
• Accept responsibility for all activities under your account

We reserve the right to suspend or terminate accounts that violate these Terms.

5. Acceptable Use

You agree not to use our Services to:

• Violate any applicable laws or regulations
• Infringe on intellectual property or proprietary rights
• Transmit malware, viruses, or other harmful code
• Interfere with the security or integrity of our systems
• Harvest or collect information about others without consent
• Engage in any activity that could damage our reputation
• Attempt to gain unauthorized access to our systems
• Use our Services for competitive analysis or benchmarking

6. Intellectual Property

Our Intellectual Property

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, software, and documentation, are owned by Techvera or our licensors and are protected by intellectual property laws.

You may not copy, modify, distribute, sell, or lease any part of our Services without our express written permission.

Your Content

You retain ownership of any content you submit through our Services. By submitting content, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and process your content solely for the purpose of providing our Services to you.

7. Client Services and Master Services Agreements

If you engage Techvera for managed services or other ongoing support, your relationship will be governed by a separate Master Services Agreement (MSA) that supersedes these Terms where there is a conflict. Key provisions typically include:

• Scope of services and service levels
• Pricing and payment terms
• Term and termination provisions
• Confidentiality obligations
• Insurance and liability provisions

Please contact us to discuss specific service agreements.

8. Payment Terms

For services requiring payment:

• All fees are quoted in U.S. dollars unless otherwise specified
• Payment terms are specified in your service agreement
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law
• You are responsible for all applicable taxes
• We reserve the right to suspend services for non-payment

9. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our relationship. This includes but is not limited to:

• Technical and business information
• Customer lists and data
• Pricing and financial information
• Trade secrets and know-how

Confidentiality obligations survive termination of the agreement.

10. Data Protection

We take data protection seriously. Our handling of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

For clients subject to specific data protection regulations (HIPAA, GDPR, CCPA, etc.), we offer Business Associate Agreements and Data Processing Agreements as appropriate.

11. Service Levels and Support

Service level commitments are specified in individual client agreements. Generally:

• Our standard support hours are Monday through Friday, 8:00 AM to 6:00 PM Central Time
• 24/7 emergency support is available for clients with appropriate service plans
• Response times vary based on issue severity and service tier

Specific service levels, including uptime guarantees and response time commitments, are detailed in your MSA or SOW.

12. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that our Services will be uninterrupted, error-free, or completely secure. We are not responsible for any delays, delivery failures, or other damages resulting from problems inherent to the Internet or electronic communications.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TECHVERA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages.

14. Indemnification

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

• Your use of our Services
• Your violation of these Terms
• Your violation of any third-party rights
• Your negligence or willful misconduct

15. Termination

We may suspend or terminate your access to our Services at any time for any reason, including if we reasonably believe you have violated these Terms.

Upon termination:

• Your right to use our Services immediately ceases
• We may delete your account and associated data
• Provisions that by their nature should survive termination will survive

16. Dispute Resolution

Any disputes arising from these Terms or our Services shall be resolved through the following process:

1. Informal Resolution: We encourage you to contact us first to resolve any issues informally.
2. Mediation: If informal resolution fails, both parties agree to attempt mediation before pursuing arbitration or litigation.
3. Arbitration: Any unresolved disputes shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.

Class action lawsuits and class-wide arbitration are not permitted under these Terms.

17. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict of law principles. Any legal action or proceeding shall be brought exclusively in the courts located in Tulsa County, Oklahoma.

18. 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 our Services after any changes constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using our Services.

19. Severability

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, and the remaining provisions shall remain in full force and effect.

20. Entire Agreement

These Terms, together with our Privacy Policy and any applicable MSA or SOW, constitute the entire agreement between you and Techvera regarding our Services and supersede all prior agreements and understandings.

21. Contact Information

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