Last updated: November 1, 2024 · Effective date: November 1, 2024
These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "Client," or "you") and Infosignals LLC ("Infosignals," "we," "us," or "our"), a company incorporated under the laws of the State of Delaware, United States, with its principal office at 350 Fifth Avenue, Suite 4100, New York, NY 10118.
By accessing or using Infosignals's website at infosignals.com or engaging any of our services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please discontinue use of our website and services immediately.
Infosignals provides information technology services including, but not limited to: cloud infrastructure design and management, cybersecurity consulting and operations, custom software development, and strategic IT consulting. Services are provided to businesses and organizations globally, including clients in the United States of America.
The specific scope, deliverables, timeline, and pricing for any engagement are defined in a separate Statement of Work ("SOW") or Master Services Agreement ("MSA") executed between Infosignals and the Client. In the event of any conflict between these Terms and an executed SOW or MSA, the terms of the SOW or MSA shall prevail.
Our services are intended for businesses and legal entities. By entering into an agreement with Infosignals, you represent and warrant that: (a) you are a duly organized legal entity or an individual of at least 18 years of age; (b) you have the legal authority to enter into binding agreements on behalf of yourself or your organization; and (c) your use of our services is not prohibited under applicable law.
Where Infosignals provides access to online portals, project management tools, or client dashboards, you are responsible for maintaining the confidentiality of your login credentials. You agree to notify Infosignals immediately at security@infosignals.com upon becoming aware of any unauthorized use of your account. Infosignals will not be liable for any loss resulting from unauthorized use of your account where such use arises from your failure to adequately protect your credentials.
Infosignals Property: All content, trademarks, service marks, trade names, logos, and intellectual property displayed on this website are the property of Infosignals or its licensors. You are granted a limited, non-exclusive, non-transferable license to access and use the website for your lawful business purposes.
Client Deliverables: Unless otherwise agreed in a signed SOW or MSA, all custom deliverables created specifically for a client shall become the intellectual property of the client upon full payment of fees. Infosignals retains the right to use general methodologies, frameworks, and non-client-specific knowledge gained in the course of engagements.
You agree not to use Infosignals's website or services to: (a) violate any applicable local, national, or international law or regulation; (b) transmit any unsolicited commercial communications; (c) attempt to gain unauthorized access to any portion of our systems; (d) engage in any conduct that restricts or inhibits others' use of the site; (e) introduce malicious code, viruses, or disruptive software; or (f) impersonate any person or entity.
Payment terms, rates, and invoicing schedules are specified in each client's SOW or MSA. Unless otherwise agreed: invoices are payable within thirty (30) days of issue; late payments accrue interest at 1.5% per month; and Infosignals reserves the right to suspend services for accounts overdue by more than thirty (30) days. All fees are exclusive of applicable taxes, which are the responsibility of the Client.
Both parties agree to maintain the confidentiality of information designated as confidential and not to disclose such information to third parties without prior written consent, except as required by law. This obligation survives the termination of any engagement for a period of five (5) years. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known prior to disclosure; or (c) is independently developed without use of confidential information.
Infosignals warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. THE WEBSITE AND ALL CONTENT THEREIN ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, NEXCORE DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXCORE'S TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR ANY SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL NEXCORE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to indemnify, defend, and hold harmless Infosignals, its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of our services; (b) your violation of these Terms; or (c) your infringement of any third-party rights.
Either party may terminate a services engagement upon written notice as specified in the applicable SOW or MSA. Infosignals reserves the right to terminate access to its website or services immediately and without notice in the event of a material breach of these Terms. Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property, confidentiality, payment obligations, and limitation of liability.
These Terms are governed by the laws of the State of New York, United States, without regard to its conflict-of-law provisions. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York. The parties agree to attempt good-faith resolution of any dispute prior to initiating formal legal proceedings.
Infosignals reserves the right to modify these Terms at any time. We will notify clients of material changes via email or by posting a notice on our website. Your continued use of our services after changes become effective constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.
For questions about these Terms and Conditions, please contact: