TERMS AND CONDITIONS

My IT Indy

Effective Date: January 27, 2025

1. Agreement to Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and My IT Indy (“Company,” “we,” “us,” or “our”), located at 2680 East Main Street, Ste. 100, Plainfield, IN 46168. These Terms govern your access to and use of our website myitindy.com and all related IT services, consulting, managed services, telecommunications, and technology solutions we provide.

By accessing our website, engaging our 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 website or services.

2. Description of Services

My IT Indy provides a comprehensive range of IT business and technology consulting services, including but not limited to:

• Managed IT Services
• Cybersecurity Solutions
• Cloud Computing Services
• Network Administration
• Disaster Recovery and Business Continuity
• Mobile Device Management (MDM)
• VoIP and Telecommunications (including RingCentral services)
• Microsoft Dynamics 365 Business Central
• Remote Employee Support
• Website Design and Hosting
• Software Development
• Credit Card Processing Solutions
• Apple Consulting
• Business Process and Automation

The specific services provided to you will be outlined in a separate service agreement, statement of work, or proposal (“Service Agreement”). In the event of a conflict between these Terms and a Service Agreement, the Service Agreement shall prevail with respect to the specific services covered.

3. Service Agreements and Proposals

3.1 Acceptance

Services will be provided pursuant to a Service Agreement or proposal accepted by both parties. Acceptance may be indicated by signature, electronic acceptance, payment, or commencement of services.

3.2 Scope of Services

The scope of services will be defined in the applicable Service Agreement. Any services requested beyond the defined scope may be subject to additional fees and a change order process.

3.3 Changes to Services

Either party may request changes to the scope of services. All changes must be agreed upon in writing and may result in adjustments to fees, timelines, or deliverables.

4. Client Responsibilities

To enable us to perform our services effectively, you agree to:

• Provide accurate and complete information as requested
• Grant timely access to systems, networks, facilities, and personnel as needed
• Designate an authorized representative to communicate with us and make decisions
• Maintain current backups of your data prior to any service work
• Ensure you have proper licenses for all software and systems we are asked to support
• Notify us promptly of any issues, changes, or concerns that may affect our services
• Comply with all applicable laws and regulations in your use of our services
• Pay all invoices in accordance with the payment terms

Failure to fulfill these responsibilities may result in delays, additional charges, or our inability to perform services.

5. Fees and Payment

5.1 Fees

Fees for services will be set forth in the applicable Service Agreement or proposal. We reserve the right to adjust our standard rates upon thirty (30) days’ written notice for ongoing services.

5.2 Payment Terms

Unless otherwise specified in a Service Agreement, invoices are due upon receipt. Payment is due within thirty (30) days of the invoice date. We accept payment by check, credit card, ACH transfer, or other methods as agreed upon.

5.3 Late Payments

Overdue balances may be subject to a late fee of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less. We reserve the right to suspend services if payment is more than thirty (30) days overdue.

5.4 Expenses

Unless otherwise agreed, you are responsible for reimbursing us for reasonable out-of-pocket expenses incurred in performing services, including travel, shipping, and third-party software or hardware costs, with prior approval.

5.5 Taxes

Fees do not include applicable taxes. You are responsible for all sales, use, and other taxes arising from our services, excluding taxes based on our net income.

6. Term and Termination

6.1 Term

These Terms remain in effect as long as you use our website or services. The term of specific services will be defined in the applicable Service Agreement.

6.2 Termination for Convenience

Either party may terminate a Service Agreement upon thirty (30) days’ written notice, unless otherwise specified in the Service Agreement. You will be responsible for payment for all services rendered through the effective date of termination.

6.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms or a Service Agreement and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

6.4 Effect of Termination

Upon termination: (a) you shall pay all outstanding fees for services rendered; (b) each party shall return or destroy the other party’s confidential information; (c) we will provide reasonable assistance in transitioning services to you or a successor provider, subject to payment of applicable fees.

7. Intellectual Property

7.1 Our Intellectual Property

We retain all rights, title, and interest in our pre-existing intellectual property, tools, methodologies, software, templates, and know-how. Nothing in these Terms transfers ownership of our intellectual property to you.

7.2 Client Intellectual Property

You retain all rights to your pre-existing intellectual property and data. You grant us a limited license to use your intellectual property solely as necessary to perform the services.

7.3 Work Product

Unless otherwise agreed in a Service Agreement, custom work product created specifically for you (excluding our pre-existing intellectual property and tools) shall be owned by you upon full payment. We retain the right to use general knowledge, skills, and experience gained during the engagement.

8. Confidentiality

8.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party’s confidential information and not to disclose it to third parties without prior written consent, except as necessary to perform the services or as required by law.

8.2 Exceptions

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

8.3 Required Disclosure

If required by law to disclose confidential information, the receiving party shall provide prompt notice (where permitted) to allow the disclosing party to seek protective measures.

9. Data Protection and Security

9.1 Data Handling

We will handle your data in accordance with our Privacy Policy and applicable data protection laws. We implement reasonable security measures to protect data in our possession.

9.2 Data Backup

Unless backup services are specifically included in your Service Agreement, you are solely responsible for maintaining backups of your data. We recommend maintaining current backups before any service work is performed.

9.3 Data Breach Notification

In the event of a security incident affecting your data, we will notify you without undue delay and provide information as reasonably necessary to understand and respond to the incident.

10. Telecommunications Services

10.1 VoIP and Phone Services

If you use our VoIP or telecommunications services (including services powered by RingCentral), you agree to comply with all applicable telecommunications laws and regulations, including FCC regulations.

10.2 Acceptable Use

You agree not to use telecommunications services for any unlawful purpose, including but not limited to: unsolicited marketing calls or texts (spam), harassment, fraud, or any activity that violates applicable laws or our Acceptable Use Policy.

10.3 Emergency Services (911)

VoIP services may have limitations regarding emergency 911 services. You acknowledge that VoIP-based 911 service may differ from traditional 911 service and may not function during power outages or internet disruptions. You are responsible for ensuring registered address information is current and accurate.

10.4 CPNI

We protect your Customer Proprietary Network Information (CPNI) in accordance with federal law and our Privacy Policy.

11. SMS/MMS Messaging Terms

11.1 Consent

By opting in to receive SMS/MMS messages, you consent to receive text messages from us related to our services. Message and data rates may apply.

11.2 Opt-Out

You may opt out at any time by replying “STOP” to any message or by contacting us directly.

11.3 No Third-Party Sharing

Information collected through SMS consent will not be shared with third parties for marketing purposes.

11.4 Compliance

Our SMS/MMS messaging practices comply with applicable laws, including the Telephone Consumer Protection Act (TCPA) and carrier requirements.

12. Warranties and Disclaimers

12.1 Service Warranty

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. If services do not conform to this warranty, your sole remedy is for us to re-perform the non-conforming services at no additional charge, provided you notify us within thirty (30) days of performance.

12.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, OUR SERVICES AND WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

12.3 No Guarantee

We do not warrant that our services will be uninterrupted, error-free, or completely secure. Technology systems are inherently subject to risks, and we cannot guarantee that security measures will prevent all breaches or attacks.

12.4 Third-Party Products

We may recommend or resell third-party hardware, software, or services. Such products are subject to their manufacturers’ or providers’ warranties and terms. We disclaim all warranties with respect to third-party products except as expressly provided by the manufacturer or provider.

13. Limitation of Liability

13.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MY IT INDY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

13.2 Cap on Liability

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13.3 Exceptions

The limitations in this section do not apply to: (a) breaches of confidentiality obligations; (b) indemnification obligations; (c) your payment obligations; or (d) liability that cannot be limited by applicable law.

14. Indemnification

14.1 Your Indemnification

You agree to indemnify, defend, and hold harmless My IT Indy and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your breach of these Terms; (b) your violation of any law or third-party rights; (c) your data or content; or (d) your use of our services in a manner not authorized by these Terms.

14.2 Our Indemnification

We will indemnify and defend you against third-party claims alleging that our services, as provided, infringe a valid U.S. patent or copyright, provided you promptly notify us of the claim and cooperate in the defense.

15. Dispute Resolution

15.1 Governing Law

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles.

15.2 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiations for a period of at least thirty (30) days.

15.3 Jurisdiction and Venue

Any legal action or proceeding arising out of these Terms shall be brought exclusively in the state or federal courts located in Hendricks County or Marion County, Indiana. Each party consents to the personal jurisdiction of such courts.

15.4 Attorneys’ Fees

In any action to enforce these Terms, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

16. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its 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, pandemic, or shortages of transportation, facilities, fuel, energy, labor, or materials. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.

17. Website Terms of Use

17.1 License to Use

We grant you a limited, non-exclusive, non-transferable license to access and use our website for your personal or internal business purposes, subject to these Terms.

17.2 Prohibited Conduct

You agree not to:

• Use the website for any unlawful purpose
• Attempt to gain unauthorized access to any portion of the website or its systems
• Interfere with or disrupt the website’s operation
• Copy, modify, or distribute website content without permission
• Use automated tools to scrape or collect data from the website
• Transmit viruses, malware, or other harmful code

17.3 Third-Party Links

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

18. General Provisions

18.1 Entire Agreement

These Terms, together with any applicable Service Agreements and our Privacy Policy, constitute the entire agreement between you and My IT Indy regarding the subject matter hereof and supersede all prior agreements and understandings.

18.2 Amendments

We may modify these Terms at any time by posting the revised version on our website. Continued use of our services after changes are posted constitutes acceptance of the modified Terms. For material changes affecting existing Service Agreements, we will provide notice as required.

18.3 Severability

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

18.4 Waiver

No waiver of any provision shall be deemed a waiver of any other provision, and no waiver shall constitute a continuing waiver.

18.5 Assignment

You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

18.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

18.7 Notices

Notices under these Terms shall be in writing and sent to the addresses specified in the Service Agreement or, for us, to the address below. Notices are effective upon receipt.

18.8 Survival

Provisions that by their nature should survive termination shall survive, including confidentiality, limitation of liability, indemnification, and dispute resolution.

19. Contact Us

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

My IT Indy
2680 East Main Street, Ste. 100
Plainfield, IN 46168
Phone: (317) 534-0562
Email: [email protected]

20. Acknowledgment

By using our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.