Terms of Service

1. Agreement to terms

These Terms of Service ("Terms") govern your access to and use of technoden.net (the "Site") and any services we provide (the "Services"). By using the Site, requesting Services, or signing a Statement of Work or Master Services Agreement with TechnoDen ("we," "us," "our," or "TechnoDen"), you agree to these Terms.

If you do not agree to these Terms, please do not use the Site or engage us.

2. Who we are and what we do

TechnoDen is an information technology services firm headquartered in Denver, CO with operations in Miami, FL. We provide:

• Managed IT services (procurement, deployment, daily operations)
• Cybersecurity services (assessment, monitoring, incident response)
• Cloud and infrastructure engineering
• Networking
• Compliance and governance support (HIPAA, SOX, SOC 2, etc.)
• Unified Communications, Telecom, and Internet services

Specific scope, deliverables, fees, and timelines for any engagement are set out in a separate written Statement of Work ("SOW") or Master Services Agreement ("MSA") that, once signed, controls over these Terms in case of conflict.

3. Website use

You may use the Site for legitimate, lawful purposes only. You agree not to:

• Use the Site in a way that violates any law or regulation.
• Attempt to interfere with or compromise the Site's security or operation.
• Access non-public parts of the Site without authorization.
• Use automated systems (scrapers, bots) to extract data, except for standard search-engine indexing.
• Use the Site to send spam or harassing communications.

We may suspend or terminate access for users who violate these Terms.

4. Engagement terms

4.1 Scoping and proposals

Initial consultations and written proposals are provided without charge unless we specifically agree otherwise. Proposals are valid for 30 days unless stated otherwise.

4.2 Statements of Work

Each engagement begins with a signed SOW or MSA that specifies scope, deliverables, fees, payment terms, and any service level expectations. Work outside the SOW is treated as change-order work and requires written approval before we proceed.

4.3 Fees and payment

Fees and payment terms are set out in the applicable SOW or MSA. Unless otherwise agreed, invoices are due net-30. Late amounts accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower. We may suspend Services for non-payment after reasonable written notice.

4.4 Client cooperation

Many of our Services depend on your cooperation: timely access to your systems, accurate information about your environment, decision-making availability, and access to your incumbent vendors when relevant. Delays caused by lack of cooperation may extend timelines or increase costs.

4.5 Third-party products and services

We may recommend or procure third-party hardware, software, and cloud services on your behalf. Those products are subject to the licensors' or vendors' own terms. We do not warrant third-party products beyond what the manufacturer or vendor warrants.

5. Intellectual property

5.1 Our IP

The Site, our methodologies, frameworks, runbooks, scripts, templates, branding, and proprietary materials are owned by TechnoDen or our licensors and are protected by copyright, trademark, and other laws. No license is granted except as expressly stated in a signed SOW or MSA.

5.2 Client materials

You retain ownership of all materials and data you provide to us. You grant us a limited license to use those materials solely to perform the Services.

5.3 Work product

Unless otherwise agreed in writing in the SOW, custom work product specifically created for you under an SOW becomes your property upon full payment, except for any pre-existing IP and reusable tools or templates we incorporate, which remain ours.

6. Confidentiality

Each party will treat the other's non-public information as confidential, will use it only to perform the engagement, and will protect it with reasonable care. Information stops being confidential when it becomes public through no fault of the receiving party, was known before the disclosure, or is independently developed.

7. Warranties and disclaimers

7.1 Our warranty

We warrant that we will perform Services in a professional and workmanlike manner consistent with industry standards.

7.2 Disclaimers

THE SITE AND THE SERVICES ARE OTHERWISE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. We do not warrant that the Site will be uninterrupted, error-free, or secure, or that the Services will achieve any specific business outcome.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Excluded damages. Neither party will be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost revenue, loss of use, loss of data, or business interruption, even if advised of the possibility.
• Liability cap. Each party's total cumulative liability arising out of or related to these Terms or any SOW, regardless of theory, will not exceed the fees paid by the client to TechnoDen under the applicable SOW during the 12 months preceding the event giving rise to the claim.

These limits do not apply to: (a) a party's breach of confidentiality, (b) a party's gross negligence or willful misconduct, or (c) amounts owed for Services rendered.

9. Indemnification

You agree to defend, indemnify, and hold harmless TechnoDen and its officers, employees, and contractors from claims arising out of (a) your use of the Site or Services in violation of these Terms or applicable law, (b) materials you provide that infringe third-party rights, or (c) your failure to comply with any client cooperation obligations in an SOW.

We will defend, indemnify, and hold you harmless from claims that our Services as delivered (excluding modifications, combinations, or use outside the SOW) infringe a third party's U.S. intellectual property right, subject to prompt notice and reasonable cooperation.

10. Term and termination

Engagements are governed by the term in the applicable SOW. Either party may terminate an SOW for material breach upon 30 days' written notice if the breach is not cured. We may suspend or terminate access to the Site at any time.

Upon termination: you will pay for Services performed through the termination date, and each party will return or destroy the other's confidential information on request, except as required for legal record-keeping.

11. Governing law and disputes

These Terms and any SOW are governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Denver County, Colorado for any disputes that cannot be resolved informally.

12. Changes to these Terms

We may update these Terms from time to time. The current version will always be posted at this URL with the "Last Updated" date. Material changes will be communicated through reasonable means (notice on the Site or, where appropriate, by email). Continued use of the Site or Services after changes take effect constitutes acceptance.

13. Miscellaneous

• Entire agreement. These Terms, together with any signed SOW or MSA, constitute the entire agreement between us regarding the Site and Services.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver. Failure to enforce a right is not a waiver of that right.
• Assignment. You may not assign these Terms without our consent. We may assign in connection with a sale, merger, or restructuring.
• Force majeure. Neither party is liable for failures caused by events beyond reasonable control (natural disasters, war, government action, internet failures, etc.).
• Notices. Legal notices should be sent to the address in Section 14.

14. Contact

TechnoDen
Denver, CO · Miami, FL
Email: legal@technoden.net
Phone: (720) 954-2240