Terms of Service

Opus Business Technologies LLC

Effective Date: 01/01/2025 Last Updated: 06/02/2025

1. Agreement Overview

These Terms of Service ("Terms") constitute a legally binding agreement between Opus Business Technologies LLC ("Company," "we," "our," or "us") and you ("Client," "you," or "your") regarding your use of our cybersecurity services, software solutions, and related products.

By engaging our services, accessing our systems, or executing a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

2. Services Description

2.1 Cybersecurity Services

Opus Business Technologies LLC provides professional cybersecurity services including but not limited to:

Security Consulting and Assessment:

• Risk assessments and vulnerability analysis
• Security architecture design and review
• Compliance consulting and gap analysis
• Security policy development and implementation

Managed Security Services:

• 24/7 security monitoring and incident response
• Threat detection and analysis
• Security information and event management (SIEM)
• Endpoint detection and response (EDR)

Technical Services:

• Penetration testing and ethical hacking
• Digital forensics and incident investigation
• Security awareness training and education
• Implementation of security controls and solutions

Emergency Response:

• Incident response and breach management
• Crisis management and communications
• Forensic analysis and evidence preservation
• Recovery and remediation services

2.2 Service Limitations

Our services are provided on a best-efforts basis and are subject to the limitations outlined in individual service agreements. We do not guarantee that our services will prevent all security incidents or eliminate all vulnerabilities.

3. Client Responsibilities and Obligations

3.1 Cooperation and Access

You agree to:

• Provide timely access to systems, networks, and personnel as required
• Furnish accurate and complete information necessary for service delivery
• Designate authorized representatives for technical and business communications
• Respond promptly to our requests for information or clarification

3.2 System Requirements

You are responsible for:

• Maintaining systems that meet minimum technical requirements
• Ensuring network connectivity and performance standards
• Providing necessary software licenses and access credentials
• Implementing recommended security updates and patches

3.3 Data and Information Security

You must:

• Maintain appropriate backups of critical data and systems
• Implement basic security hygiene practices
• Report security incidents and suspicious activities promptly
• Comply with applicable laws and regulations regarding data protection

3.4 Personnel Cooperation

You agree to ensure that your personnel:

• Cooperate with our security professionals during service delivery
• Participate in required training and awareness programs
• Follow established security procedures and protocols
• Maintain confidentiality of sensitive security information

4. Acceptable Use Policy

4.1 Permitted Use

Our services may only be used for:

• Legitimate business purposes and lawful activities
• Authorized security testing and assessment of your own systems
• Defensive cybersecurity measures and incident response
• Compliance with applicable laws and regulations

4.2 Prohibited Activities

You may not use our services to:

• Engage in illegal activities or violate applicable laws
• Access systems or data without proper authorization
• Conduct unauthorized security testing of third-party systems
• Distribute malware, viruses, or other harmful code
• Interfere with the security or integrity of networks or systems
• Violate intellectual property rights or confidentiality obligations

5. Intellectual Property Rights

5.1 Company Intellectual Property

All methodologies, tools, software, reports, and deliverables created by us remain our intellectual property unless otherwise specified in writing. This includes:

• Proprietary security tools and software
• Assessment methodologies and frameworks
• Templates, checklists, and standard operating procedures
• Knowledge base and threat intelligence data

5.2 Client Data and Information

You retain ownership of your data and confidential information. We obtain limited rights to use this information solely for the purpose of providing services as outlined in our service agreements.

5.3 Work Product

Custom deliverables and work product created specifically for you will be governed by the terms of individual service agreements, which may grant you certain usage rights while preserving our underlying intellectual property.

6. Confidentiality and Non-Disclosure

6.1 Mutual Confidentiality

Both parties acknowledge that they may have access to confidential information and agree to:

• Maintain strict confidentiality of all sensitive information
• Use confidential information solely for authorized purposes
• Implement appropriate safeguards to protect confidential information
• Return or destroy confidential information upon request

6.2 Security Information

Given the sensitive nature of cybersecurity services, special confidentiality provisions apply to:

• Vulnerability and security assessment results
• Incident response findings and forensic evidence
• Security architecture and control implementations
• Threat intelligence and security-related communications

7. Service Level Agreements and Performance

7.1 Service Standards

We commit to providing services in accordance with:

• Industry best practices and professional standards
• Service level agreements specified in individual contracts
• Applicable regulatory and compliance requirements
• Our published service descriptions and specifications

7.2 Performance Metrics

Where applicable, we will meet or exceed agreed-upon performance metrics including:

• Response times for security incidents and support requests
• Availability and uptime requirements for managed services
• Quality standards for deliverables and reports
• Communication and reporting schedules

7.3 Service Credits

In the event of service level failures, remedies may include service credits or other compensation as specified in individual service agreements.

8. Payment Terms and Billing

8.1 Fees and Charges

Payment terms are specified in individual service agreements and may include:

• Fixed fees for project-based services
• Recurring charges for managed services
• Hourly rates for consulting and support services
• Emergency response and after-hours premium rates

8.2 Payment Obligations

You agree to:

• Pay all fees when due according to agreed payment terms
• Provide accurate billing and contact information
• Notify us promptly of any billing disputes or issues
• Pay applicable taxes and regulatory fees

8.3 Late Payments

Late payments may result in:

• Interest charges and late fees
• Suspension of services
• Collection activities and legal action
• Termination of service agreements

9. Warranties and Disclaimers

9.1 Limited Warranty

We warrant that our services will be performed:

• By qualified and experienced cybersecurity professionals
• In accordance with industry standards and best practices
• With reasonable care and professional competence
• In compliance with applicable laws and regulations

9.2 Disclaimer of Warranties

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

9.3 Cybersecurity Limitations

We specifically disclaim warranties regarding:

• Complete elimination of all security vulnerabilities
• Prevention of all cyber attacks or security incidents
• Absolute security or invulnerability of systems
• Compatibility with all third-party systems and software

10. Limitation of Liability

10.1 Liability Limitations

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.2 Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
• LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
• DATA LOSS OR CORRUPTION NOT CAUSED BY OUR GROSS NEGLIGENCE
• COSTS OF SUBSTITUTE SERVICES OR PRODUCTS
• BUSINESS INTERRUPTION OR SYSTEM DOWNTIME

10.3 Exceptions

Liability limitations do not apply to:

• Gross negligence or willful misconduct
• Breach of confidentiality obligations
• Intellectual property infringement
• Claims that cannot be limited by applicable law

11. Indemnification

11.1 Client Indemnification

You agree to indemnify and hold us harmless from claims arising from:

• Your breach of these Terms or applicable laws
• Unauthorized use of our services or systems
• Your negligent or wrongful acts or omissions
• Third-party claims related to your data or systems

11.2 Company Indemnification

We agree to indemnify you against claims that our services directly infringe third-party intellectual property rights, subject to your compliance with our defense and settlement procedures.

12. Term and Termination

12.1 Term

These Terms remain in effect while you use our services or until terminated according to the provisions herein.

12.2 Termination Rights

Either party may terminate:

• For convenience with [30] days written notice
• For material breach that remains uncured after [15] days notice
• Immediately for insolvency, bankruptcy, or similar proceedings
• As specified in individual service agreements

12.3 Effect of Termination

Upon termination:

• All rights and obligations cease except those that survive by their nature
• Outstanding fees become immediately due and payable
• Confidential information must be returned or destroyed
• Access to systems and services will be terminated

13. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to natural disasters, cyber attacks, government actions, labor disputes, or infrastructure failures.

14. Dispute Resolution

14.1 Negotiation

The parties agree to attempt resolution of disputes through good faith negotiation before pursuing other remedies.

14.2 Arbitration

If negotiation fails, disputes shall be resolved through binding arbitration administered by [American Arbitration Association] under its Commercial Arbitration Rules.

14.3 Governing Law

These Terms shall be governed by the laws of [State/Jurisdiction] without regard to conflict of law principles.

15. General Provisions

15.1 Entire Agreement

These Terms, together with applicable service agreements and our Privacy Policy, constitute the entire agreement between the parties.

15.2 Modifications

We may modify these Terms at any time by posting updated terms on our website or providing written notice. Continued use of services constitutes acceptance of modified terms.

15.3 Severability

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

15.4 Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations with reasonable notice.

15.5 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other rights.

16. Contact Information

For questions regarding these Terms of Service, please contact:

Opus Business Technologies LLC Legal Department

Email: legal@opustech.us

Business Hours: [Insert Business Hours]

By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. These Terms protect both parties and ensure a professional, secure, and mutually beneficial business relationship.