Terms of Service

Last Updated: April 23, 2024

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and YSG Education, LLC ("Company," "we," "us," or "our") governing your access to and use of our website at www.ecsop.shop and our professional services.

By accessing our website, requesting services, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.

2. Definitions

  • "Services" refers to the professional computer systems design, technical consulting, and related services provided by YSG Education, LLC.
  • "Client" or "You" refers to any individual or entity that engages our Services or accesses our website.
  • "Deliverables" refers to any work product, documentation, software, or materials created by us as part of the Services.
  • "Confidential Information" refers to any non-public, proprietary, or sensitive information disclosed by either party.

3. Services Description

YSG Education, LLC provides computer systems design and related professional services, including but not limited to:

  • Computer integrated systems design and architecture
  • Technical consulting and advisory services
  • Cloud solutions and migration services
  • Cybersecurity assessments and implementation
  • System integration and API development
  • Data analytics and business intelligence solutions

The specific scope, deliverables, timeline, and fees for Services will be defined in a separate written agreement or statement of work ("SOW") executed by both parties.

4. Engagement Process

4.1 Proposals and Quotes

Any proposals, quotes, or estimates provided by us are valid for 30 days unless otherwise specified. These do not constitute binding contracts until accepted and a formal agreement is executed.

4.2 Project Commencement

Work on any project will commence upon:

  • Execution of a written agreement or SOW
  • Receipt of any required deposits or advance payments
  • Receipt of necessary information and access from Client

4.3 Client Cooperation

Client agrees to provide timely access to personnel, systems, information, and resources necessary for us to perform the Services. Delays caused by Client's failure to cooperate may result in timeline adjustments and additional fees.

5. Fees and Payment

5.1 Fees

Fees for Services will be specified in the applicable SOW. We may charge on a fixed-price, time-and-materials, or retainer basis as agreed.

5.2 Invoicing and Payment Terms

  • Invoices are due within 15 days of the invoice date unless otherwise specified
  • Late payments may incur interest at 1.5% per month or the maximum rate permitted by law
  • We reserve the right to suspend Services for accounts past due by more than 30 days

5.3 Expenses

Client shall reimburse reasonable out-of-pocket expenses incurred in performing Services, including travel, accommodation, and third-party software or services, with prior approval.

5.4 Taxes

All fees are exclusive of applicable taxes. Client is responsible for all sales, use, VAT, and other taxes related to the Services.

6. Intellectual Property

6.1 Pre-Existing Materials

We retain all rights to our pre-existing intellectual property, including methodologies, tools, frameworks, and proprietary code libraries used in delivering Services.

6.2 Client Materials

Client retains all rights to its pre-existing intellectual property provided to us for the purpose of performing Services.

6.3 Work Product Ownership

Upon full payment of all fees, Client will own all rights, title, and interest in custom Deliverables specifically created for Client under a SOW, excluding our pre-existing materials incorporated therein.

6.4 License to Us

Client grants us a limited license to use its materials solely for the purpose of performing Services and may include Client's name in our client list unless otherwise agreed in writing.

7. Confidentiality

Both parties agree to:

  • Maintain the confidentiality of all Confidential Information disclosed during the engagement
  • Use Confidential Information only for purposes of performing obligations under these Terms
  • Not disclose Confidential Information to third parties without prior written consent
  • Protect Confidential Information with at least the same degree of care used to protect their own confidential information

Confidentiality obligations survive termination of our engagement for a period of five (5) years.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

  • Services will be performed in a professional and workmanlike manner
  • Deliverables will substantially conform to specifications in the applicable SOW
  • We have the right and authority to enter into and perform our obligations

8.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that Services will be uninterrupted, error-free, or that all errors will be corrected.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  • OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO US IN THE 12 MONTHS PRECEDING THE CLAIM
  • IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

10. Indemnification

Client agrees to indemnify, defend, and hold harmless YSG Education, LLC and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

  • Client's use of the Services or Deliverables
  • Client's breach of these Terms
  • Client's violation of any third-party rights
  • Any materials, data, or content provided by Client

11. Term and Termination

11.1 Term

These Terms apply to all Services performed under any SOW. Individual SOWs may specify their own term and renewal provisions.

11.2 Termination for Convenience

Either party may terminate an SOW for convenience upon 30 days' written notice.

11.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure within 15 days of receiving notice.

11.4 Effect of Termination

Upon termination:

  • Client shall pay all fees for Services performed through the termination date
  • We shall deliver all completed Deliverables to Client
  • Both parties shall return or destroy all Confidential Information
  • Sections 6, 7, 8, 9, 10, and 13 shall survive termination

12. Website Use

12.1 Acceptable Use

You agree not to use our website to:

  • Violate any applicable laws or regulations
  • Infringe intellectual property or other rights
  • Transmit malware, viruses, or harmful code
  • Interfere with the website's operation or security
  • Attempt unauthorized access to our systems

12.2 Content

All content on our website, including text, graphics, logos, and software, is our property or used with permission and protected by intellectual property laws.

12.3 Third-Party Links

Our website may contain links to third-party sites. We are not responsible for the content or practices of any linked sites.

13. General Provisions

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to conflict of law principles.

13.2 Dispute Resolution

Any disputes arising from these Terms shall first be addressed through good faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in Denver, Colorado.

13.3 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.4 Entire Agreement

These Terms, together with any executed SOW, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements.

13.5 Amendments

We may modify these Terms at any time by posting updated terms on our website. Continued use of Services constitutes acceptance of modified terms.

13.6 Assignment

Neither party may assign these Terms without the prior written consent of the other, except in connection with a merger or acquisition.

14. Contact Information

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

YSG Education, LLC
Address: 6863 Oak Canyon Cir, Castle Pines, CO 80108, United States
Email: support@ecsop.shop
Phone: +1 (270) 574-9345