These Terms of Service govern your access to and use of the website and services of AMACAY LLC. Please read them carefully before using our website or engaging our services.
1. Acceptance of Terms
These Terms of Service govern your access to and use of the website and services provided by AMACAY LLC, a company with its principal address at 4535 S Bay Bridge Rd APT J9, Taylorsville - 84123-3818, United States (US). By accessing this website, requesting information, or engaging our services, you agree to be bound by these Terms of Service and by our Privacy Policy, which is incorporated into these terms by reference.
If you are entering into these terms on behalf of a company or other organization, you represent that you have the authority to bind that organization. If you do not agree with any part of these terms, you may not access the website or use the services. We may revise these terms from time to time, and your continued use of the services constitutes acceptance of the revised terms.
2. Description of Services
AMACAY LLC provides technology consulting and computer systems design services. Our services include IT consulting and strategy, managed IT support, cloud and infrastructure design and management, cybersecurity services, data and analytics, and custom software development.
The specific scope of any consulting engagement is defined in the proposal, statement of work, or contract that we agree to with each client. We may modify, suspend, or discontinue any service from time to time, in whole or in part, at our discretion, and we will use reasonable efforts to notify clients of any material changes.
Our services are provided for business and professional purposes, and they are not intended for personal or household use. Nothing in these terms obligates us to provide any service that we have not separately agreed to in a written statement of work.
3. Eligibility and Use
Our website and services are intended for business customers who are legally able to enter into binding contracts. By using our services, you represent that you are at least 18 years of age and that you have the full legal capacity to accept these Terms of Service.
You agree to use the website and services only for lawful purposes and in a manner that does not infringe the rights of any third party or restrict the use of the services by others. You agree not to access the website in a way that could damage, disable, overload, or impair our systems, and you agree not to attempt to gain unauthorized access to any part of our website or the systems connected to it.
You are responsible for all activity that occurs under your accounts and for safeguarding any credentials associated with our services. Please notify us immediately if you become aware of any unauthorized use of your accounts.
4. Consulting Engagements
When you engage AMACAY LLC for a consulting project, the specific terms of that engagement are set out in a statement of work or a written proposal. Each statement of work describes the services to be provided, the deliverables, the timeline, the fees, and the payment schedule.
If any conflict arises between these Terms of Service and a statement of work, the statement of work will control for the specific engagement, unless the statement of work provides otherwise. Consulting engagements may be performed at our offices, at your location, or remotely, depending on the nature of the work.
You agree to cooperate with our team and to provide timely feedback and approvals so that the project can proceed according to the agreed schedule. Changes to the scope of an engagement must be documented in writing and may result in an adjustment to the fees and timeline.
5. Client Responsibilities
To deliver our services effectively, we rely on your cooperation. You are responsible for providing accurate and complete information about your business, your systems, and your requirements. You agree to provide us with reasonable access to the systems, environments, data, and personnel needed to perform the services.
You are responsible for obtaining and maintaining any licenses, permissions, and authorizations required for us to access third party systems on your behalf. You agree to designate a responsible point of contact who is authorized to make decisions for your organization.
You also agree to provide timely responses to our questions and requests for information. Delays in providing required information or access may affect project timelines, and we are not responsible for delays that result from your failure to meet these responsibilities.
6. Fees, Payment, and Taxes
Fees for our services are set out in the applicable statement of work, proposal, or invoice. Unless otherwise agreed, invoices are payable within the number of days stated on the invoice, which is typically net 30 from the date of the invoice. If a payment is not received by the due date, we may suspend services or charge interest at the maximum rate permitted by applicable law.
You are responsible for all taxes and duties associated with the services, other than taxes based on our net income. If a tax withholding is required by law, the amount payable to us will be increased to the extent necessary so that we receive the full amount that was agreed.
We may adjust fees at the start of each contract period, and we will provide written notice before any change takes effect. Except as otherwise stated, all fees are non refundable once work has begun.
7. Intellectual Property
As between you and AMACAY LLC, all intellectual property that we create in the course of providing the services, including software, code, documentation, designs, configurations, methodologies, and deliverables, will be owned by AMACAY LLC, except as expressly set out in the applicable statement of work.
Upon full payment of the fees for a project, we grant you a non exclusive, non transferable, perpetual license to use the deliverables for your internal business purposes, subject to the terms of the statement of work. You agree that we may use our knowledge, experience, and generic methodologies developed during our engagements to provide services to other clients, provided that we do not disclose your confidential information.
Pre existing intellectual property owned by each party remains the property of that party. Nothing in these terms transfers ownership of trademarks, names, or branding to either party.
8. Client Materials
You grant AMACAY LLC a limited, non exclusive license to use the data, files, and materials that you provide to us solely for the purpose of performing the services. You represent that you own or have the necessary rights to all materials you provide and that the use of those materials by us will not infringe the rights of any third party.
You are solely responsible for the accuracy, quality, and legality of the materials you provide. We may make copies of your materials as reasonably necessary to provide the services, including for backup and maintenance purposes.
Unless otherwise agreed, we will not use your materials for any purpose other than the delivery of the services and the fulfillment of our obligations under the applicable agreement. Upon your request at the end of an engagement, we will return or delete your materials as set out in the applicable statement of work.
9. Confidentiality
Each party agrees to keep confidential any non public information that is disclosed by the other party and that is marked as confidential or reasonably understood to be confidential. Confidential information includes business plans, technical data, client data, financial information, and unpublished materials.
Neither party will disclose the confidential information of the other party to any third party without prior written consent, except as required by law or as needed to perform the services. Each party will protect the confidential information of the other party using the same degree of care that it uses to protect its own confidential information, and no less than a reasonable degree of care.
This confidentiality obligation continues for a reasonable period after the end of the engagement and survives termination of these terms to the extent permitted by law. Confidential information does not include information that is publicly available through no fault of the receiving party.
10. Third Party Services
Our services may involve the use of third party software, platforms, and services, including cloud providers, hosting providers, communication tools, and analytics services. We do not control these third party services, and we are not responsible for their performance, availability, or terms.
Your use of any third party service may be subject to the terms and privacy policies of the third party provider. We will use reasonable efforts to select reputable providers, but we make no representations about the reliability of third party services.
You are responsible for reviewing and accepting the applicable terms of any third party service that you choose to use. Any issues or outages caused by a third party provider are outside of our control, and we will not be liable for losses arising from the failure of a third party service.
11. Warranties by AMACAY LLC
AMACAY LLC warrants that we will perform the services in a professional and workmanlike manner, consistent with generally accepted industry standards. We also warrant that the deliverables we provide will conform in all material respects to the descriptions set out in the applicable statement of work.
Our warranty applies for a period of 30 days after delivery of the relevant deliverable. During the warranty period, we will correct, at no additional cost, any non conforming deliverables that we are able to reproduce and that are not caused by your modification of the deliverable or by third party factors.
This warranty is the only warranty that we make with respect to our services and deliverables, and it replaces all other warranties, express or implied, to the fullest extent permitted by law.
12. Disclaimer of Warranties
Except for the express warranties set out in these terms, our website and services are provided on an as is and as available basis, without warranties of any kind, whether express or implied. To the maximum extent permitted by law, AMACAY LLC disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, and non infringement.
We do not warrant that the website or services will be uninterrupted, error free, or completely secure, or that the results obtained from the services will be accurate or reliable. You acknowledge that the Internet and third party systems may experience outages, and we are not responsible for delays or failures that are outside of our reasonable control.
No advice or information obtained from us, whether oral or written, creates a warranty that is not expressly stated in these terms. You use our website and rely on our services at your own risk, subject to the limitations set out in these terms.
13. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, or costs of procurement of substitute services, arising out of or in connection with these terms or the services.
Each party total aggregate liability for all claims arising under these terms will not exceed the amount of fees paid or payable by you to AMACAY LLC during the six month period immediately preceding the event that gave rise to the claim.
The limitations in this section apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise, and even if a party has been advised of the possibility of such damages. Some jurisdictions do not allow certain limitations of liability, so some of the limitations above may not apply to you.
14. Indemnification
You agree to indemnify, defend, and hold harmless AMACAY LLC, its officers, directors, employees, agents, and contractors from and against any claims, losses, damages, liabilities, and reasonable expenses, including legal fees, arising out of or related to your use of the website or services, your violation of these terms, your violation of any law or regulation, or your infringement of any third party rights.
We will notify you promptly of any claim that is subject to this indemnity and will cooperate with you, at your expense, in the defense of the claim. You may not settle any claim without our prior written consent if the settlement requires an admission of liability by us.
We reserve the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us and reimburse us for reasonable costs incurred in that defense.
15. Term and Termination
These terms begin on the date you first access the website or use the services and continue until terminated by either party. Either party may terminate a consulting engagement for convenience by providing written notice in accordance with the notice period set out in the applicable statement of work.
Either party may terminate these terms immediately if the other party commits a material breach and fails to cure that breach within 30 days after receiving written notice of the breach.
Upon termination, you must pay all amounts that are due and payable for services performed up to the date of termination. Sections of these terms that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability, and indemnification, will survive the termination of these terms.
16. Suspension of Services
We may suspend your access to the services, in whole or in part, if you fail to pay amounts due when required, if you breach these terms, or if we reasonably believe that continued provision of the services poses a security risk to us, to you, or to other clients.
We will use reasonable efforts to notify you before a suspension, except where we determine that immediate action is necessary to protect security or to comply with law. During a suspension, you remain responsible for payment of any amounts that accrue under the applicable agreement.
We may reinstate services once the cause of the suspension has been resolved and any applicable requirements have been satisfied. A suspension under this section does not terminate these terms unless we state otherwise.
17. Data Protection and Privacy
Our collection and use of personal information is described in our Privacy Policy, which is available at the /privacy page on our website and is incorporated into these terms by reference. When we process data on your behalf as part of the services, we act as a processor or service provider under your direction.
You are responsible for the data that you provide to us and for ensuring that you have the legal basis to share that data with us. We will process client data only to perform the services and in accordance with your instructions, and we will maintain appropriate safeguards to protect the confidentiality and security of that data.
On the reasonable request of either party, we will cooperate to return or delete client data in accordance with the applicable agreement. Nothing in this section limits your rights under our Privacy Policy or under applicable data protection law.
18. Force Majeure
Neither party will be liable for any failure or delay in performing its obligations under these terms if that failure or delay results from a cause beyond its reasonable control. Force majeure events include natural disasters, severe weather, fire, flood, epidemic, pandemic, war, civil unrest, terrorism, strikes, labor disputes, power outages, telecommunication failures, government orders, and acts of God.
The affected party will provide notice of the force majeure event as soon as reasonably practicable and will use reasonable efforts to resume performance as quickly as possible.
If a force majeure event continues for more than 30 days, either party may terminate the affected engagement or these terms upon written notice, and the parties will settle amounts due for services performed before the termination.
19. Governing Law
These Terms of Service and any related engagement will be governed by and construed in accordance with the laws of the State of Utah, United States, without regard to its conflict of laws principles.
The parties agree that the courts located in Salt Lake County, Utah will have exclusive jurisdiction over any dispute arising out of or relating to these terms, except as otherwise required by applicable law. Each party waives any objection to the jurisdiction and venue of those courts.
By using our services, you consent to the personal jurisdiction of the courts in the State of Utah. If any provision of these terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law.
20. Dispute Resolution
We encourage open communication to resolve any concerns before formal proceedings begin. If a dispute arises in connection with these terms or the services, the parties will first attempt to resolve the matter informally through good faith discussions.
If the dispute cannot be resolved within 30 days, either party may pursue the remedies available under law. For disputes that proceed to court, the parties agree to the exclusive jurisdiction and venue described in the Governing Law section.
Each party will bear its own costs and legal fees, unless a court awards fees to the prevailing party as permitted by law. Nothing in this section limits the right of either party to seek equitable relief, including an injunction, where monetary damages would be inadequate.
21. Changes to These Terms
We may update these Terms of Service from time to time to reflect changes in our services, our business practices, or legal requirements. When we make changes, we will revise the Last updated date at the top of this page and will post the revised terms on our website.
We will provide additional notice, such as a prominent notice on our website or a notification by email, where the changes are material. Your continued use of the website or services after the revised terms are posted constitutes acceptance of the revised terms.
If you do not agree with the revised terms, you may stop using the services and terminate any active engagement in accordance with the applicable agreement.
22. Entire Agreement
These Terms of Service, together with our Privacy Policy and any applicable statement of work or proposal, constitute the entire agreement between you and AMACAY LLC regarding the subject matter of these terms.
They supersede all prior and contemporaneous agreements, proposals, and communications, whether oral or written, relating to the services. Any terms that are not expressly included in these documents are excluded from the agreement between the parties.
If any provision of these terms is found to be invalid or unenforceable, the remaining provisions will remain in effect. The failure of either party to enforce any provision of these terms does not constitute a waiver of that provision or of any right under these terms.
23. Contact Information
If you have any questions about these Terms of Service or about the services provided by AMACAY LLC, you can reach us by email at call@amacay.lat or by phone at +18103590906.
You may also write to us at AMACAY LLC, 4535 S Bay Bridge Rd APT J9, Taylorsville - 84123-3818, United States (US). We will respond to your inquiries as promptly as we reasonably can.
We welcome your feedback and appreciate the opportunity to clarify any part of these terms. Before engaging our services, we encourage you to review these terms carefully and to contact us with any questions you may have.