Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your use of the cloud infrastructure services ("Services") provided by Tekiya ("we", "us", "our"). By using our Services, you agree to these Terms. Please read them carefully.

These Terms constitute a legally binding agreement between you ("Client", "you", "your") and Tekiya regarding your use of our cloud infrastructure optimization, management, and consulting services.

2. Services Description

Tekiya provides cloud infrastructure services, which may include but are not limited to:

• Cloud infrastructure design and optimization
• Cost reduction analysis and implementation
• Performance optimization
• Cloud migration and modernization
• Infrastructure as code implementation
• Disaster recovery planning
• Security assessment and implementation
• Ongoing infrastructure support and maintenance

The specific services to be provided will be detailed in a separate Statement of Work (SOW) or service agreement between you and Tekiya.

3. Client Responsibilities

By engaging our Services, you agree to:

• Provide accurate and complete information about your existing cloud infrastructure, requirements, and business needs.
• Grant Tekiya appropriate access to your cloud resources necessary to perform the Services.
• Review and approve recommendations and changes in a timely manner.
• Maintain appropriate security measures for your account credentials and access controls.
• Pay all applicable fees and charges as specified in our pricing or custom agreement.
• Comply with all applicable laws and third-party terms of service related to your use of cloud platforms.
• Designate a primary point of contact for communication and decision-making.

4. Payment Terms

Fees for our Services are set forth in our pricing plans or as specified in a custom agreement. Unless otherwise stated:

• One-time service fees are due in full upon engagement, unless otherwise specified.
• Recurring service fees are billed monthly or as specified in your service agreement.
• Additional services beyond the scope of the original agreement will be billed separately.
• All payments are non-refundable unless otherwise stated in a written agreement.
• Late payments may result in suspension of services.

You are responsible for all taxes applicable to the Services, excluding taxes based on Tekiya's net income.

5. Term and Termination

The term of these Terms begins when you engage our Services and continues until terminated as follows:

• For one-time services, the term continues until the completion of the services.
• For recurring services, the term continues until either party provides notice of termination.
• Either party may terminate these Terms if the other party materially breaches these Terms and fails to cure such breach within 30 days after written notice.
• Tekiya may terminate these Terms immediately if you fail to make any payment when due.

Upon termination, all outstanding fees will become immediately due and payable.

6. Intellectual Property

Each party retains all rights, title, and interest in and to its pre-existing intellectual property. Tekiya grants you a non-exclusive, non-transferable license to use the deliverables resulting from the Services for your internal business purposes.

Tekiya retains ownership of all methodologies, processes, techniques, ideas, concepts, trade secrets, and know-how used in performing the Services or embodied in the deliverables, including any modifications or improvements made during the course of providing the Services.

You grant Tekiya a limited right to use your name and logo for marketing and promotional purposes, unless you specifically request otherwise in writing.

7. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and to use such information only for purposes of performing under these Terms. "Confidential Information" includes but is not limited to business plans, technology, technical information, product plans, services, customer information, financial information, marketing information, and business strategies.

This obligation of confidentiality does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of confidential information; or (d) is required to be disclosed by law.

This confidentiality obligation survives the termination or expiration of these Terms.

8. Service Level Expectations

Tekiya will make commercially reasonable efforts to provide the Services in a professional and workmanlike manner. For recurring service plans, our expected response times are:

• Critical issues: Within 4 hours during business hours
• High-priority issues: Within 8 business hours
• Medium-priority issues: Within 24 business hours
• Low-priority issues: Within 48 business hours

Business hours are Monday through Friday, 9:00 AM to 5:00 PM in your local time zone, excluding holidays. For enterprise clients, custom service level agreements may be provided in your service contract.

9. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Tekiya be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from: (a) your use or inability to use the Services; (b) any unauthorized access to or use of our servers and/or any personal information stored therein; (c) any interruption or cessation of transmission to or from the Services; or (d) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Services by any third party.

Tekiya's total liability to you for any claim arising from or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid by you to Tekiya for the Services during the 12-month period preceding such claim.

10. 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.

Tekiya does not warrant that: (a) the Services will meet your specific requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) the results that may be obtained from the use of the Services will be accurate or reliable; or (d) any errors in the Services will be corrected.

While Tekiya makes every effort to optimize your cloud infrastructure and reduce costs, we cannot guarantee specific cost savings percentages as actual results depend on various factors including your usage patterns, business growth, and pricing changes by cloud providers.

11. Indemnification

You agree to indemnify, defend, and hold harmless Tekiya and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorney's fees) arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party right, including without limitation any intellectual property right or privacy right; or (d) any claim that content provided by you caused damage to a third party.

12. Third-Party Services

Our Services may involve the use of third-party services, applications, or platforms (such as AWS, GCP, Azure, etc.). Your use of such third-party services is subject to their respective terms of service and privacy policies. Tekiya is not responsible for the availability or functionality of such third-party services.

You acknowledge that Tekiya has no control over third-party pricing changes, service disruptions, or discontinuation of services that may affect your cloud infrastructure.

13. Force Majeure

Tekiya will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, government action, internet disturbances, or failure of third-party providers.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Tekiya is established, without regard to its conflict of law provisions. Any legal action or proceeding relating to these Terms shall be brought exclusively in the courts located in that jurisdiction.

15. Modification of Terms

Tekiya reserves the right to modify these Terms at any time. We will provide notice of any material changes by posting the new Terms on our website or by notifying you directly. Your continued use of the Services after such modifications constitutes your acceptance of the modified Terms.

16. Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

17. Entire Agreement

These Terms, together with any SOW, service agreement, or other written agreement between you and Tekiya, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral.

18. Contact Information

If you have any questions about these Terms, please contact us at contact@tekiya.cloud.