Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the IT managed services, technology solutions, and related resources provided by Intelos, LLC (“Intelos,” “we,” “us,” or “our”), a Texas limited liability company headquartered at 14425 Falcon Head Blvd., Building E – Suite 100, Austin, TX 78738

By engaging Intelos for services, signing a Statement of Work, or otherwise accessing our services or website, you (“Customer,” “you,” or “your”) agree to be bound by these Terms, our Privacy Policy (available at https://intelos.com/privacy-policy/), and any applicable Statement of Work or Master Services Agreement executed between the parties. If you do not agree to these Terms, you may not use our services.

These Terms are intended to supplement — and do not replace — any signed Master Services Agreement or Statement of Work between you and Intelos. In the event of a conflict between these Terms and a signed agreement, the terms of the signed agreement shall govern.

 

1 – Services

1.1 – Description of Services

Intelos provides IT managed services, cybersecurity solutions, and related technology support as described in one or more proposals, quotes, online orders, or Statements of Work (“SOW”) executed by both parties. Each SOW is incorporated by reference into any applicable Master Services Agreement and these Terms.

1.2 – Service Modifications

Intelos reserves the right to add, change, discontinue, or remove any software or tooling used to provide the Services at its sole discretion. Where a modification results in the removal of software provided to you, Intelos will make commercially reasonable efforts to provide notice.

1.3 – Remote Access

If you permit Intelos to remotely connect to your servers, computers, or computer systems, you acknowledge that you assume the full risk of any loss, damage, or unauthorized third-party access to your systems during such remote connection. Intelos will take commercially reasonable precautions but cannot guarantee that remote sessions are entirely free from risk.

1.4 – Service Delivery

All Services may be performed remotely or at any other location determined by Intelos in its sole discretion. All Services are provided on an “as-is,” “as-demonstrated,” and “as-shown” basis unless otherwise expressly stated in a Statement of Work.

 

2 – Fees, Billing & Payment

2.1 – Fees

Fees for Services are based on the rates described in the applicable Statement(s) of Work, along with any material expenses incurred. Intelos invoices customers monthly for ongoing Services.

2.2 – Payment Terms

All invoiced amounts are due and payable upon receipt. Amounts not paid within thirty (30) days of invoice receipt will accrue a late fee of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less.

2.3 – Collection Costs

You agree to pay any amounts incurred by Intelos in the collection of past-due amounts, including reasonable attorneys’ fees and costs.

2.4 – Expenses

You are responsible for reimbursing Intelos’ reasonable out-of-pocket expenses incurred in the performance of Services, including travel, lodging, long-distance communications, and the cost of materials and supplies.

2.5 – Remediation Services

In the event Intelos is required to perform remediation services to resolve problems caused by your actions or by ransomware, viruses, or other malicious incidents, Intelos may charge a reasonable hourly remediation rate at its sole discretion.

2.6 – Retainer

For project work, remediation, subpoena response, or other out-of-scope services, Intelos may require an advance retainer, which will be applied against fees and expenses.

 

3 – Intellectual Property

3.1 – Intelos Property

All software, tools, processes, methodologies, trade secrets, trademarks, service marks, knowhow, and other intellectual property developed, owned, or licensed by Intelos (“Intelos Information”) remain the sole and exclusive property of Intelos or its licensors. Nothing in these Terms grants you any ownership interest in Intelos’ intellectual property.

3.2 – License to Customer

Upon payment in full of all amounts due, and provided you are not in material breach of your agreement with Intelos, Intelos grants you a perpetual, worldwide, nonexclusive, nontransferable license to use any software specifically identified in your Statement of Work solely for the purposes set forth therein. You may not sublicense, transfer, or otherwise grant rights in Intelos’ software or Intelos Information to any third party without Intelos’ prior written consent.

3.3 – Customer Content

All data, reports, artwork, logos, financial information, and other materials you provide to Intelos in connection with the Services remain your sole and exclusive property (“Customer Content”). You grant Intelos a limited license to use Customer Content solely for the purpose of delivering the Services.

3.4 – Use of Customer Name

By engaging Intelos, you grant Intelos the right to reference your company name and logo in its marketing materials, customer lists, and case studies, subject to your reasonable approval.

 

4 – Confidentiality

4.1 – Definition

“Confidential Information” means any proprietary or non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), including but not limited to trade secrets, business processes, financial data, customer lists, software, technical documentation, and the terms of any agreement between the parties.

4.2 – Obligations

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence; (b) use Confidential Information solely to fulfill obligations under the applicable agreement; (c) limit disclosure to employees, contractors, or advisors who have a need to know and are bound by equivalent confidentiality obligations; and (d) promptly notify the Disclosing Party upon becoming aware of any actual or threatened unauthorized disclosure.

4.3 – Exclusions

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure; (iii) is independently developed without reference to Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order (with reasonable prior notice to the Disclosing Party).

4.4 – Return or Destruction

Upon termination of any agreement or upon request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and provide written certification of such compliance.

4.5 – Agreement Confidentiality

The specific terms and conditions of any Master Services Agreement or Statement of Work between you and Intelos are confidential and shall not be disclosed to third parties except to your attorneys, accountants, and professional advisors as necessary.

Broadly speaking, we use personal information for purposes of administering our business activities, providing customer service and making available other items and services to our customers and prospective customers.

Intelos will not obtain personally-identifying information about you when you visit our site, unless you choose to provide such information to us, nor will such information be sold or otherwise transferred to unaffiliated third parties without the approval of the user at the time of collection. We may disclose information when legally compelled to do so, in other words, when we, in good faith, believe that the law requires it or for the protection of our legal rights.

 

5. Data Protection & Security

5.1 – Customer Responsibility for Regulated Data

You are the sole custodian of record for any third-party confidential information in your possession, including protected health information (PHI) and electronic protected health information (ePHI) as defined under 45 C.F.R. § 160.103, and any other data subject to applicable laws and regulations. You are solely responsible for maintaining, handling, disposing of, and otherwise managing such data in compliance with applicable law. You agree to indemnify, defend, and hold Intelos harmless from any claims, fines, or damages arising from your failure to comply with applicable data protection laws.

5.2 – Security Program

Intelos maintains an information security program designed to protect the confidentiality, integrity, and availability of customer data. As part of our commitment to security and transparency, we are SOC 2 compliant. Our SOC 2 attestation report, list of subprocessors, security FAQs, and other trust resources are available at our Trust Center: https://secure.intelos.com.

5.3 – Subprocessors

Intelos may engage trusted third-party subprocessors to assist in delivering the Services. An up-to-date list of our subprocessors is maintained at our Trust Center: https://secure.intelos.com. We require all subprocessors to maintain appropriate data protection and security standards consistent with our own obligations.

5.4 – Incident Notification

In the event of a security incident that affects your data, Intelos will notify you in accordance with applicable law and the terms of any applicable agreement.

 

6. Warranties

6.1 – Intelos Warranties

Intelos represents and warrants that: (a) the Services will be performed in a commercially reasonable manner consistent with generally prevailing industry standards; (b) Intelos has all necessary rights and authority to enter into agreements and perform the Services; and (c) performance of the Services will not place Intelos in breach of any other obligation or violate the rights of any third party.

6.2 – Customer Warranties

You represent and warrant that: (a) you have the authority to enter into agreements with Intelos; (b) your performance will not breach any other obligation or violate any third-party rights; and (c) you will not use any Intelos software or services in violation of any applicable law or regulation.

6.3 – Disclaimer of Implied Warranties

EXCEPT AS EXPRESSLY SET FORTH ABOVE, INTELOS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SERVICES ARE PROVIDED “AS IS.” YOU ARE RESPONSIBLE FOR REVIEWING THE SERVICES TO ENSURE THEIR ACCURACY AND COMPLETENESS.

 

7. Limitation of Liability

7.1 – No Indirect Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR RELIANCE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 – Cap on Intelos Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTELOS’ TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO INTELOS IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.3 – Customer-Caused Damages

Intelos shall not be liable for any damages caused by your intentional acts or gross negligence, including but not limited to damages resulting from ransomware, viruses, hacking, unauthorized external access, or other malicious incidents attributable to your environment or actions.

7.4 – Third-Party Products

NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY REGARDING THIRD-PARTY PRODUCTS OR SERVICES PROVIDED IN CONNECTION WITH THE SERVICES. ALL THIRD-PARTY ITEMS ARE PROVIDED “AS IS,” AND YOU AGREE TO LOOK SOLELY TO THE APPLICABLE THIRD-PARTY VENDOR FOR WARRANTIES AND REMEDIES.

7.5 – Service Downtime

You understand and agree that no software or service can operate on an uninterrupted, 24/7 basis. Scheduled maintenance and reasonable downtime are inherent to managed services. Intelos is not liable for damages arising from scheduled maintenance or unavoidable downtime unless caused by Intelos’ gross negligence or intentional acts.

7.6 – Statute of Limitations

No legal action arising out of or related to these Terms or the Services may be brought by either party more than one (1) year after the cause of action accrued.

 

8. Indemnification

You agree to indemnify, defend, and hold harmless Intelos and its officers, directors, employees, agents, affiliates, and permitted assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) the accuracy or content of information you provide to Intelos; (b) your failure to comply with any applicable law or regulation; (c) any third-party intellectual property infringement claims related to your content or systems; (d) death or bodily injury caused by your gross negligence or willful misconduct; (e) damage to property caused by your gross negligence or willful misconduct; or (f) your breach of any representation, warranty, or obligation under these Terms or any applicable agreement.

 

9. Acceptable Use

You agree not to use the Services for any unlawful, harmful, or abusive purpose. Prohibited activities include, but are not limited to:

• Committing or promoting any illegal activity, including fraud, mail bombing, denial of service attacks, or trafficking in illegal content;
• Storing, creating, or distributing pornographic, obscene, or otherwise inappropriate material;
• Infringing or misappropriating any third-party intellectual property rights;
• Using ad servers, torrent software, proxies, hacking tools, root control software, or other tools that generate excessive resource usage or pose security risks;
• Attempting to circumvent Intelos’ security policies, procedures, quotas, or licensing systems;
• Any other malicious or illegal activities, as determined at Intelos’ sole discretion.

Violation of these Acceptable Use standards may result in immediate suspension or termination of Services.

 

10. Term & Termination

10.1 – Term

Unless otherwise specified in a Statement of Work, the initial term of a Master Services Agreement is three (3) years from the effective date of the agreement. The agreement automatically renews for successive three (3)-year terms unless either party provides at least sixty (60) days’ prior written notice of non-renewal.

10.2 – Termination for Convenience

Either party may terminate the agreement upon sixty (60) days’ written notice to the other party, provided that you have paid all applicable fees and cancellation fees.

10.3 – Termination for Cause

Intelos may terminate the agreement immediately for cause, including your failure to pay undisputed amounts, material breach not cured within thirty (30) days’ notice, your insolvency, or your abuse of the Services as described in Section 9 above.

10.4 – Cancellation Fees

If you terminate the agreement without cause before the end of the applicable term, you will owe Intelos a cancellation fee equal to one hundred percent (100%) of the remaining total fees due through the end of the term (“Cancellation Fee”). Intelos is under no obligation to provide transition or other services until all outstanding balances, including any Cancellation Fee, are paid in full.

10.5 – Effect of Termination

Upon termination, each party shall promptly return or destroy the other party’s Confidential Information. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12 of any applicable Master Services Agreement shall survive termination.

 

11. Non-Solicitation

During the term of any agreement with Intelos and for a period of eighteen (18) months thereafter, you agree not to directly or indirectly solicit, hire, or engage any Intelos employee, agent, subcontractor, or company representative. Intelos similarly agrees not to solicit your employees during the same period. Both parties acknowledge that breach of this provision may cause irreparable harm for which monetary damages would be inadequate, and that injunctive relief may be sought without bond.

 

12. Independent Contractor

Intelos is an independent contractor, not an employee or agent of Customer. Intelos has exclusive control over the manner and means of performing its obligations and is solely responsible for the supervision and compensation of its employees and subcontractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties.

 

13. General Provisions

13.1 – Governing Law

These Terms and any related agreements are governed by the laws of the State of Texas, without regard to conflict-of-laws provisions.

13.2 – Dispute Resolution

Any disputes arising out of or relating to these Terms shall first be submitted to non-binding mediation in Travis County, Texas, using an agreed-upon mediator. If mediation does not resolve the dispute, either party may submit the matter to a court of competent jurisdiction in Travis County, Texas. Both parties waive the right to a jury trial.

13.3 – Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, governmental actions, labor disputes, or failures of third-party infrastructure.

13.4 – Amendments

Intelos reserves the right to update these Terms at any time. Material changes will be communicated to active customers via email or account notice. Continued use of the Services after the effective date of any update constitutes your acceptance of the revised Terms. The current version of these Terms will always be available at https://intelos.com/terms-of-service/.

13.5 – Entire Agreement

These Terms, together with any executed Master Services Agreement, Statements of Work, and the Privacy Policy at https://intelos.com/privacy-policy/, constitute the entire agreement between you and Intelos with respect to the subject matter hereof and supersede all prior representations, negotiations, and understandings.

13.6 – Severability

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

13.7 – No Waiver

Intelos’ failure to enforce any provision of these Terms in a particular instance does not waive its right to enforce that provision in any other instance.

13.8 – Assignment

You may not assign your rights or obligations under these Terms without Intelos’ prior written consent. Intelos may assign this agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

13.9 – No Third-Party Beneficiaries

These Terms are for the benefit of Intelos and you only, and do not create rights in any third party.

 

14. Security & Compliance

14.1 – SOC 2 Attestation

Intelos has completed its SOC 2 Type II attestation, demonstrating our commitment to security, availability, processing integrity, confidentiality, and privacy. Our attestation report and supporting security documentation are available to customers and prospective customers through our Trust Center: https://secure.intelos.com

14.2 – Trust Center

Our Trust Center includes:

• SOC 2 attestation documentation
• Subprocessor list
• Security FAQs
• Data handling policies
• Additional compliance resources

Visit our Trust Center at: https://secure.intelos.com

 

15. Contact

If you have any questions regarding these Terms of Service, please contact us here:

www.intelos.com

Intelos, 14425 Falcon Head Blvd, Building E – Suite 100, Austin, TX 78738