Effective Date: November 25th, 2024

Last Updated: March 5th, 2025

Welcome to Cirrus Technologies, LLC (“we,” “our,” or “us”). By accessing or using our client portal and related services (the “Service”), you agree to comply with and be bound by the following Terms and Conditions. Please read them carefully.

1. Acceptance of Terms

By using the Service, you affirm that you are at least 18 years old, capable of entering into a binding legal agreement, and authorized to act on behalf of the business entity you represent. If you do not agree to these terms, you must not use the Service.

2. Account Registration and Security

• Users must provide accurate, current, and complete business and personal information during registration.
• You are responsible for maintaining the confidentiality of your login credentials and for all activities conducted through your account.
• Multi-factor authentication is strongly recommended for all users to ensure account security.
• Notify us immediately of any unauthorized access, use of your account, or any other security breach.
• Accounts may not be shared among multiple users; each individual requiring access must have their own credentials.

3. Use of the Service

• The Service is provided for lawful business purposes only.
• You may not use the Service to transmit spam, malicious content, or violate intellectual property rights.
• You agree to use the Service in compliance with all applicable laws, including data protection and privacy laws.
• You are responsible for maintaining the accuracy and quality of all data stored within the system.
• We reserve the right to suspend or terminate your account for violations of these terms.

4. Invoicing and Payment Processing

• The Service facilitates invoicing and payment processing for work performed and expenses incurred on your behalf.
• All fees are inclusive of applicable taxes unless otherwise specified on the invoice.
• You agree to provide current, complete, and accurate billing information for payment processing.
• Payment processing is handled through Stripe.com, and you agree to be bound by their terms of service when making payments.
• Payments are non-refundable, except as required by law or as specifically provided in these Terms.
• We reserve the right to change our fees with prior notice to users.
• For payment processing services:
  • We adhere to PCI-DSS requirements for secure handling of payment information.
  • Transaction fees may apply to payments processed through the Service.
  • Payment disputes must be reported within 30 days of the transaction date.
  • Funds may be subject to holding periods in accordance with our fraud prevention policies.
• Failed payments may result in service interruption until payment is successfully processed.
• Invoices generated through the Service are due according to the payment terms specified on each invoice.
• Late payments may be subject to additional fees as specified on the invoice.

5. Client Data Management and Privacy

• You retain ownership of all data you input into the Service (“Client Data”).
• You represent and warrant that you have obtained all necessary consents and permissions to store and process your information within the Service.
• By using the Service, you grant us a license to process your data as necessary to provide and improve the Service.
• We implement appropriate technical and organizational measures to protect Client Data.
• We will not access Client Data except to provide the Service, address technical issues, or as required by law.
• Our collection and use of your data are governed by our Privacy Policy.

6. Intellectual Property

• All rights to the Service, including software, design, features, and content, are owned by us or our licensors.
• You may not copy, distribute, modify, reverse engineer, decompile, or create derivative works of the Service without our prior written consent.
• The Cirrus Technologies, LLC name, logo, and all related names, logos, product names, and service names are trademarks of Cirrus Technologies, LLC or its affiliates.
• You grant us a non-exclusive license to use your company name and logo for the purpose of identifying you as a customer in our marketing materials.

7. Third-Party Integrations and APIs

• The Service may integrate with third-party applications, services, and APIs, including Stripe.com for payment processing.
• We are not responsible for the functionality, security, or data practices of third-party services.
• You are responsible for reviewing and accepting the terms of service for any third-party integrations you choose to enable.
• API access and usage are subject to fair use policies and rate limits to ensure system stability.
• We reserve the right to modify, restrict, or discontinue API access at any time.

8. Disclaimer of Warranties

• The Service is provided “as is” and “as available” without warranties of any kind.
• We do not guarantee the Service will be error-free, uninterrupted, or meet your specific business requirements.
• We do not warrant that the Service will be compatible with all third-party software or systems.
• While we implement reasonable security measures, we cannot guarantee that the Service will be free from security vulnerabilities.

9. Limitation of Liability

• To the maximum extent permitted by law, we are not liable for indirect, incidental, special, consequential, or punitive damages arising from the use of the Service.
• Our total liability is limited to the amount you paid us in the 12 months preceding the claim or $1,000, whichever is greater.
• You agree to indemnify and hold us harmless from any claims, damages, or losses arising from your use of the Service or violation of these Terms.

10. Service Availability and Support

• We strive to maintain 99.9% service availability, excluding scheduled maintenance periods.
• Scheduled maintenance will be communicated at least 48 hours in advance whenever possible.
• Emergency maintenance may be performed without prior notice to protect system integrity or security.
• Support is provided through our dedicated support channels, as detailed on our website.
• Support response times are targets and not guarantees.

11. Termination

• You may request termination of your account at any time by contacting our support team.
• We may suspend or terminate your account at our discretion for breach of these terms.
• Upon termination:
  • You will immediately cease all use of the Service.
  • You remain responsible for any outstanding invoices or fees.
  • You may request an export of your data within 30 days of termination.
  • After 60 days, we reserve the right to permanently delete all Client Data.

12. Service Agreement

• Policies and Terms of Service
  • The Client agrees to abide by the Company's policies, which are available at https://cirrus-tech.com/legal/client/policies (the "Policies"). The Company reserves the right to update the Policies from time to time, and will notify the Client's primary contact via email of any such updates.
  • The Client acknowledges that the Company reserves the right to update or modify the Policies at any time. The Company will provide the Client with reasonable notice of any changes to the Policies.
  • The Client's continued use of the Company's products or services after the implementation of any changes to the Policies will constitute the Client's acceptance of such changes.
• Reservation of Rights
  • The Company reserves the right to change, modify, suspend, or discontinue any aspect of its products, services, or Policies at any time, with or without notice to the Client.
  • The Company reserves the right to refuse service, terminate accounts, remove or edit content, or take other action it deems necessary to protect its interests or those of any other user, at the Company's sole discretion.
• Confidentiality and Data Protection
  • The Company will collect, use, and protect the Client's personal information in accordance with the Company's Privacy Policy.
  • The Client agrees to maintain the confidentiality of any proprietary or confidential information provided by the Company.
  • Both parties agree to implement appropriate technical and organizational measures to protect confidential information.
• Service Level Agreement
  • The Company agrees to provide support and maintenance services in accordance with the Service Level Agreement.
  • Resolution times for critical issues will be prioritized based on severity and impact.
  • Scheduled downtime will be communicated in advance and performed during off-peak hours whenever possible.
• Governing Law and Dispute Resolution
  • This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.
  • Any disputes arising out of or in connection with this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
• Miscellaneous
  • This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements or understandings.
  • If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
  • The parties agree that electronic signatures shall have the same legal force and effect as original signatures.

13. Warranty of Information

The Client represents and warrants that all information provided to the Company, whether in written, electronic, or oral form, is true, accurate, and complete. The Client acknowledges that the Company has relied upon the accuracy and validity of the information provided in entering into this Agreement. The Client agrees to promptly notify the Company of any changes or updates to the information provided.

The Client further represents and warrants that:

• It has the full right, power, and authority to enter into this Agreement and to grant the rights and licenses contemplated herein.
• Its performance of its obligations and exercise of its rights under this Agreement will not violate any agreement, right, or obligation between the Client and any third party.
• All data submitted to the Service has been collected lawfully and with appropriate consents from the relevant data subjects.
• It complies with all applicable data protection, privacy, and consumer protection laws in its use of the Service.
• It will not upload or transmit any data that contains personally identifiable information unless such transmission is encrypted in accordance with industry standards.

If the Client breaches this representation and warranty, the Company shall have the right to immediately terminate this Agreement and pursue any other remedies available at law or in equity.

14. Invoice and Payment Processing Terms

• Invoicing System
  • Our Service allows for the creation and delivery of electronic invoices based on cloud infrastructure services, software development, and related services rendered.
  • Invoices are generated on an as-needed basis determined by the scope and delivery of services.
  • All invoices include applicable taxes unless specifically indicated otherwise on the invoice.
  • You agree to review all invoices promptly upon receipt and report any discrepancies within 5 business days.
  • Invoice records are maintained in the system and accessible to you for a period of at least 7 years to comply with general accounting practices.
• Payment Processing
  • Payment processing is facilitated through our integration with Stripe.com.
  • You authorize us to charge the payment method on file for any invoices generated for services rendered.
  • We do not store complete credit card information on our servers; this information is securely managed by Stripe.
  • Payment receipts will be automatically generated and provided to you upon successful processing.
• Financial Security
  • All financial transactions are processed through secure, encrypted connections.
  • We implement industry-standard security measures to protect payment information during transmission and processing.
  • We comply with all applicable financial regulations regarding the handling of payment information.
  • Transaction histories are maintained securely and are accessible only to authorized personnel.
• Payment Disputes
  • Payment disputes should first be addressed directly with your account manager.
  • If a resolution cannot be reached, disputes may be escalated through our support system.
  • Chargebacks initiated without prior notification may result in account suspension pending investigation.
  • We reserve the right to collect evidence and respond to payment disputes or chargebacks as necessary.

15. Cloud Infrastructure and Software Development Terms

• Service Delivery
  • We provide cloud infrastructure setup, management, and software development services as specified in your service agreement or statement of work.
  • Project timelines and deliverables are estimates unless explicitly guaranteed in writing.
  • We implement industry-standard practices for secure development and infrastructure management.
  • You agree to provide timely feedback and approvals as required for project progression.
• Cloud Resources
  • Cloud resources provisioned on your behalf may be subject to third-party terms from cloud service providers.
  • You are responsible for complying with the acceptable use policies of any underlying cloud service providers.
  • Resource usage is monitored and billed according to actual consumption unless otherwise specified in your agreement.
  • We provide tools to help you track and manage cloud resource utilization.
• Software Development
  • Software development services are provided according to the specifications in your agreement or statement of work.
  • Unless otherwise specified, we retain intellectual property rights to custom code and solutions while granting you a license to use them.
  • We implement reasonable quality assurance practices but cannot guarantee software will be entirely free from defects or bugs.
  • Support for software development projects after delivery is subject to the terms specified in your maintenance agreement.
• Technical Documentation
  • We provide reasonable technical documentation for cloud infrastructure and custom software solutions.
  • Documentation is provided "as is" and may be updated periodically as systems evolve.
  • You agree to use documentation solely for the purpose of operating and maintaining your systems.

16. Governing Law

• These Terms are governed by the laws of Minnesota without regard to its conflict of law provisions.
• Any disputes will be resolved in the courts of Minnesota, and you consent to the personal jurisdiction of these courts.
• Nothing in these Terms limits either party's ability to seek injunctive relief in any jurisdiction.

17. Changes to Terms

• We reserve the right to modify these Terms at any time.
• Material changes will be communicated via email to the primary account administrator at least 14 days before taking effect.
• Continued use of the Service after changes indicates acceptance of the updated Terms.
• If you disagree with the updated Terms, you must stop using the Service and terminate your account.

18. Contact Information

For any questions regarding these Terms, please contact our support team here or email us at [email protected].