If you are using the Site or Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" and "your" will refer to that entity as well.

These Terms apply to your use of the Site and any general information, communications, tools, forms, portals, and non-custom services made available through the Site.

If you purchase or receive custom, managed, consulting, development, deployment, security, support, hosting, integration, automation, analytics, or other professional or technical services from us, those services may also be governed by one or more separate proposals, statements of work, order forms, invoices, service agreements, master service agreements, maintenance agreements, support plans, or other written documents (collectively, "Service Documents").

If there is a conflict between these Terms and any signed Service Document, the signed Service Document will control solely with respect to the subject matter of that conflict. In all other cases, these Terms remain in full force and effect.

You must be at least 18 years old and capable of forming a binding contract to use the Site or Services.

If you use the Site or Services on behalf of another person or entity, you represent and warrant that you are authorized to act on their behalf.

You represent and warrant that your use of the Site and Services will comply with all applicable laws, rules, and regulations.

We may revise these Terms from time to time in our sole discretion. Updated Terms become effective upon posting, unless a later effective date is stated. Your continued use of the Site or Services after updated Terms are posted constitutes your acceptance of the revised Terms. You are responsible for reviewing these Terms periodically.

If you create an account, submit a form, request access, or otherwise provide information to us, you agree to provide accurate, current, and complete information and to keep it updated.

You are responsible for maintaining the confidentiality of your usernames, passwords, API keys, tokens, device access, and any other credentials associated with your account or systems.

You are responsible for all activity occurring under your account or through credentials assigned to you, whether or not authorized by you, to the fullest extent permitted by law.

You agree to notify us immediately of any suspected or actual unauthorized access, credential compromise, security incident, or misuse involving your account or our systems.

Subject to these Terms, you may access and use the Site and Services only for lawful business or personal purposes related to evaluating, requesting, purchasing, or using our offerings.

You may not, and may not permit any third party to:

a. use the Site or Services for any unlawful, fraudulent, deceptive, abusive, harassing, or harmful purpose;
b. upload, transmit, distribute, introduce, or deploy malware, ransomware, spyware, worms, Trojan horses, malicious code, or other harmful material;
c. probe, scan, test, attack, interfere with, reverse engineer, disrupt, or attempt to gain unauthorized access to any system, network, account, environment, data, or service;
d. bypass or circumvent authentication, rate limits, access controls, security controls, or usage restrictions;
e. impersonate any person or entity or misrepresent your affiliation;
f. use the Site or Services to infringe, misappropriate, or violate any intellectual property, privacy, publicity, confidentiality, or other legal right;
g. post, transmit, or submit content that is defamatory, obscene, threatening, discriminatory, hateful, infringing, or otherwise objectionable;
h. use the Site or Services in connection with spam, phishing, unsolicited communications, unlawful surveillance, credential harvesting, or other abusive conduct;
i. interfere with the operation, integrity, performance, or availability of the Site or Services;
j. use bots, scrapers, automated tools, or extraction methods except as expressly authorized by us in writing;
k. copy, reproduce, distribute, sell, sublicense, lease, resell, frame, mirror, or commercially exploit the Site or Services except as expressly authorized by us in writing;
l. use the Site or Services in a manner that could create liability for us or damage our business, systems, reputation, operations, or customers.

We may investigate suspected violations and may suspend, restrict, terminate, preserve evidence, report conduct to authorities, or pursue any remedy available at law or in equity.

Unless expressly stated otherwise in a signed Service Document, any services, recommendations, designs, code, documentation, automation, implementation guidance, support, or technical deliverables we provide are offered on a commercially reasonable efforts basis.

We do not guarantee any particular commercial result, legal outcome, regulatory result, ranking, uptime level, security outcome, compatibility result, business outcome, revenue result, performance metric, or third-party approval unless expressly stated in a signed Service Document.

You acknowledge that many services depend on timely cooperation and inputs from you and third parties, including approvals, credentials, hosting access, domain access, payment processor onboarding, DNS changes, vendor access, content delivery, compliance decisions, and testing. Delays or failures in those dependencies may delay, impair, or prevent performance.

Unless expressly stated in a signed Service Document, you are responsible for:

a. the accuracy, legality, and completeness of data, content, and instructions you provide;
b. maintaining independent backups and disaster recovery procedures;
c. reviewing and approving deliverables, configurations, content, and workflows before production use;
d. obtaining all rights, permissions, licenses, and consents necessary for materials you provide to us.

Our services may rely on third-party infrastructure, platforms, APIs, payment processors, registrars, cloud vendors, AI systems, open-source software, plugins, SDKs, app stores, hosting providers, telecommunication providers, and other external services. We are not responsible for downtime, deprecations, pricing changes, policy changes, account freezes, API changes, data loss, service suspensions, or other acts or omissions of third parties.

All fees, charges, deposits, retainers, subscriptions, recurring amounts, implementation fees, and support fees are as stated in the applicable Service Documents, checkout flow, invoice, or order page.

Unless otherwise stated in writing, invoices are due upon receipt. We may suspend work, access, support, or delivery for late or non-payment.

Except as required by law or expressly stated in a written refund policy or signed Service Document, all payments are non-refundable once work has been scheduled, commenced, reserved, delivered, provisioned, or incurred.

You agree not to initiate chargebacks or payment disputes except in good faith and only after first providing written notice of the dispute and a reasonable opportunity to resolve it informally.

Fees do not include taxes, duties, levies, or government assessments unless expressly stated otherwise. You are responsible for all such amounts other than taxes based on our net income.

The Site and all related software, code, text, graphics, logos, trade names, service marks, designs, interfaces, workflows, documentation, audiovisual material, compilations, architecture, templates, know-how, and other content or materials made available by us, excluding User Content, are and remain the property of the Company or its licensors and are protected by applicable intellectual property and other laws.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Site for its intended purpose. No rights are granted except as expressly stated.

We retain all right, title, and interest in and to our pre-existing works, frameworks, libraries, templates, modules, scripts, systems, tools, methods, processes, documentation, inventions, know-how, trade secrets, and reusable components, including any modifications, derivatives, or improvements thereto ("Background Technology"), whether or not incorporated into any deliverable.

Unless otherwise expressly stated in a signed Service Document, payment for services grants you only a limited, non-exclusive, non-transferable license to use the deliverables for your internal business purposes. No ownership assignment occurs unless expressly stated in a signed writing signed by both parties.

Deliverables may include or depend on third-party or open-source software. Such components remain subject to their own applicable licenses, restrictions, notices, and obligations. Nothing in these Terms transfers rights beyond what those licenses permit.

If you provide ideas, suggestions, recommendations, or feedback regarding the Site or Services, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use, modify, disclose, reproduce, and exploit that feedback without restriction or compensation.

If you submit content, files, data, requests, reviews, comments, messages, or other materials ("User Content"), you retain your rights in that User Content, subject to the rights granted below.

You grant us a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display, adapt, and use User Content as reasonably necessary to operate the Site, provide the Services, fulfill requests, improve operations, enforce our rights, and comply with law.

You are solely responsible for your User Content and represent and warrant that you have all rights necessary to provide it and to authorize our use of it as contemplated by these Terms.

Your use of the Site and Services is also subject to our Privacy Policy, which is incorporated into these Terms by reference.

Unless expressly agreed in writing, you will not provide, upload, or require us to process regulated, sensitive, or special-category data, including protected health information, payment card data, government ID numbers, or other highly sensitive personal information.

We may use commercially reasonable safeguards, but no system, website, platform, transmission channel, or storage environment is completely secure. You acknowledge that use of internet-based systems involves inherent risk.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITH ALL FAULTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AVAILABILITY, SECURITY, RELIABILITY, OR THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPATIBLE, OR FREE OF HARMFUL COMPONENTS.

Any information, guidance, recommendations, technical suggestions, templates, educational content, or implementation support we provide is for general informational or contractual service purposes only and does not constitute legal, tax, accounting, insurance, or other licensed professional advice unless expressly stated in a separate signed agreement.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, EXPECTED SAVINGS, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SITE, SERVICES, DELIVERABLES, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, AND AGENTS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE, SERVICES, DELIVERABLES, OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

a. the amount you paid to us for the specific service giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim; or
b. one hundred U.S. dollars (US $100.00).

You acknowledge that the disclaimers and limitations in these Terms are a material basis of the bargain and that we would not provide the Site or Services on the same terms without them.

You agree to defend, indemnify, and hold harmless the Company and its affiliates, members, managers, officers, directors, employees, contractors, licensors, service providers, and agents from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or relating to:

a. your use of the Site or Services;
b. your User Content;
c. your violation of these Terms;
d. your violation of any law or regulation;
e. your infringement, misappropriation, or violation of any rights of any person or entity;
f. your negligence, misconduct, fraud, or unauthorized acts.

We may suspend or restrict access to the Site or Services immediately, with or without notice, if we believe, in our sole discretion, that:

a. you violated these Terms;
b. your use poses a security risk;
c. your use could impose liability, harm, or disruption;
d. suspension is necessary to comply with law, court order, or government request;
e. payment is overdue.

We may terminate these Terms or your access to the Site or Services at any time, with or without notice, in our sole discretion, to the extent permitted by law.

Upon termination, all rights granted to you under these Terms immediately cease. Any provisions that by their nature should survive termination will survive, including provisions relating to payment obligations, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law.

Before initiating arbitration or court proceedings, you agree to first send a written notice of dispute to info@neospartanit.com with a description of the dispute, the basis of the claim, and the relief sought. The parties will attempt in good faith to resolve the dispute informally for thirty (30) days from receipt of the notice.

Except as expressly provided below, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with the AAA rules applicable to the dispute.

The arbitration will take place in [County, State], unless the applicable AAA rules require or permit another format, including remote proceedings, documents-only proceedings, or another location.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND THE COMPANY WAIVE ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE PERMITTED TO PROCEED IN COURT.

Notwithstanding the foregoing, either party may:

a. bring an individual action in small claims court if eligible;
b. seek temporary, preliminary, or injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or security interests;
c. seek to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enforce an arbitration award in a court of competent jurisdiction.

These Terms and any dispute arising out of or relating to these Terms, the Site, or the Services will be governed by the laws of the State of [State], without regard to conflict of law principles, except to the extent superseded by the Federal Arbitration Act with respect to arbitration issues.

You consent to receive communications from us electronically, including notices, disclosures, invoices, confirmations, records, and other communications by email, through the Site, or by other electronic means. You agree that such electronic communications satisfy any legal requirement that communications be in writing.

We will not be liable for any delay, interruption, failure, or non-performance resulting from causes beyond our reasonable control, including acts of God, natural disaster, fire, flood, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, power failures, cyberattacks, vendor failures, supply chain disruptions, platform outages, governmental actions, embargoes, pandemics, or service provider interruptions.

You may not access or use the Site or Services in violation of U.S. export control, sanctions, or other applicable trade laws. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any restricted jurisdiction, and are not on any government list of prohibited or restricted parties, to the extent such laws apply.

These Terms, together with any policies expressly incorporated by reference and any applicable signed Service Documents, constitute the entire agreement between you and us regarding the subject matter addressed herein.

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

No waiver of any provision of these Terms is effective unless in writing and signed by an authorized representative of the Company. No failure or delay in exercising any right or remedy will operate as a waiver.

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms in whole or in part without restriction.

Except as expressly stated in these Terms, these Terms do not create any third-party beneficiary rights.

Section headings are for convenience only and do not affect interpretation.

If you have any questions regarding these Terms, contact:

NEO SPARTAN, LLC
Email: info@neospartanit.com
Website: https://neospartanit.com