Legal

Terms of Service

Last Updated: May 13, 2024

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Canyons SFR-TH Development Services, LLC ("Company," "we," "us," or "our") regarding your access to and use of our website at www.canyo.shop 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 must not access or use our Services. Your continued use of the Services constitutes your acceptance of any updated Terms.

2. Services Description

Canyons SFR-TH Development Services, LLC provides computer systems design, computer integrated systems design, and related professional, scientific, and technical consulting services. Our Services include but are not limited to:

  • Custom computer system architecture and design
  • Integrated systems development and implementation
  • Technical consulting and advisory services
  • System security and optimization
  • Cloud solutions and infrastructure design
  • Ongoing maintenance and support services

The specific scope, deliverables, timelines, and fees for services will be outlined in individual service agreements or statements of work entered into between you and the Company.

3. User Representations and Obligations

By using our Services, you represent and warrant that:

  • You have the legal capacity to enter into these Terms
  • You will use the Services in compliance with all applicable laws and regulations
  • All information you provide is accurate, complete, and current
  • You will not use the Services for any illegal or unauthorized purpose
  • You will not interfere with or disrupt the Services or servers connected to the Services

You agree to provide all necessary information, access, and cooperation required for us to perform the Services. Delays caused by your failure to fulfill these obligations may result in project delays and additional costs.

4. Intellectual Property Rights

4.1 Our Intellectual Property

The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

4.2 Client Materials

You retain all rights to any materials, data, or intellectual property you provide to us for the purpose of receiving Services ("Client Materials"). You grant us a limited license to use Client Materials solely for the purpose of performing the Services.

4.3 Work Product

Unless otherwise specified in a written agreement, the ownership of deliverables and work product created specifically for you as part of the Services will be determined as follows:

  • Custom software and code developed specifically for you will be owned by you upon full payment
  • Pre-existing Company tools, frameworks, and methodologies remain the property of the Company
  • Generic solutions, templates, and reusable components remain the property of the Company

5. Payment Terms

5.1 Fees and Billing

Fees for Services will be as quoted in our proposal or service agreement. Unless otherwise agreed:

  • Payment terms are net 30 days from the invoice date
  • We reserve the right to require advance payment or deposits for certain projects
  • Overdue amounts may incur late fees at 1.5% per month or the maximum rate permitted by law
  • All fees are exclusive of applicable taxes unless stated otherwise

5.2 Expenses

Reasonable out-of-pocket expenses incurred in connection with providing Services (such as travel, accommodation, and third-party software licenses) will be invoiced separately with appropriate documentation.

6. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of providing Services ("Confidential Information"). This includes business plans, technical specifications, customer data, and any information marked as confidential or reasonably understood to be confidential.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.

Each party agrees to protect Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

7. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US SHALL CREATE ANY WARRANTY.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES 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:

  • YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES
  • ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES
  • ANY CONTENT OBTAINED FROM THE SERVICES
  • UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT YOU HAVE PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE THOUSAND DOLLARS ($1,000.00), WHICHEVER IS GREATER.

9. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

  • Your use of the Services
  • Your violation of these Terms
  • Your violation of any rights of a third party
  • Your violation of any applicable laws, rules, or regulations

10. Term and Termination

These Terms shall remain in full force and effect while you use the Services. We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including but not limited to intellectual property provisions, warranty disclaimers, indemnity, and limitations of liability.

Either party may terminate a specific service engagement by providing written notice in accordance with the termination provisions of the applicable service agreement.

11. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law provisions. Any dispute arising from or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Denver County, Colorado.

You waive any objection to jurisdiction or venue in such courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

12. Dispute Resolution

Before filing any claim against the other party, you agree to attempt to resolve the dispute informally by contacting us. We'll try to resolve the dispute informally. If a dispute is not resolved within 30 days, either party may bring a formal proceeding.

Any dispute shall be resolved through binding arbitration in Denver, Colorado, in accordance with the rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court having jurisdiction.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay results from circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

14. Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

15. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

16. Waiver

No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

17. Entire Agreement

These Terms, together with any service agreements, statements of work, or other written agreements between you and the Company, constitute the entire agreement between you and the Company regarding the Services and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

18. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign without such consent will be void. We may freely assign these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their successors and permitted assigns.

19. Contact Information

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

  • Company Name: Canyons SFR-TH Development Services, LLC
  • Email: support@canyo.shop
  • Phone: +1 (779) 639-3608
  • Address: 205 Detroit St Ste 400, Denver, CO 80206, United States
  • Website: www.canyo.shop