Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using this Site, 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. These Terms constitute a legally binding agreement between you and WIOWK LLC.

If you are using our services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Services

WIO Works provides professional computer systems design and technical services, including but not limited to:

• Computer integrated systems design and architecture
• Technical consulting and advisory services
• Management and scientific consulting
• Professional and technical services
• Specialized design services
• System integration solutions

Specific services are provided pursuant to separate service agreements or statements of work, which may contain additional terms and conditions.

3. Eligibility

You must be at least 18 years of age to use our services. By using our Site and services, you represent and warrant that:

• You are at least 18 years old
• You have the legal capacity to enter into binding contracts
• You are not prohibited from using our services under applicable law
• All information you provide is accurate and complete

4. User Accounts and Registration

4.1 Account Creation

Certain features of our services may require you to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account

4.2 Account Termination

We reserve the right to suspend or terminate your account at any time, with or without notice, for violation of these Terms or for any other reason at our sole discretion.

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content on this Site, including but not limited to text, graphics, logos, images, software, code, and design elements, is the property of WIOWK LLC or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws.

The trademarks, service marks, and logos ("Marks") displayed on this Site are registered and unregistered Marks of WIOWK LLC and others. Nothing in these Terms grants you any right to use any Mark without our prior written permission.

5.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Site for personal or internal business purposes, subject to these Terms. This license does not include:

• Modification, reproduction, or distribution of Site content
• Commercial use without our express written consent
• Reverse engineering or decompiling any software or technology
• Removing or altering any copyright, trademark, or proprietary notices

5.3 Client Intellectual Property

You retain all rights to any materials, data, or information you provide to us. By providing such materials, you grant us a limited license to use them solely for the purpose of providing our services to you.

6. Acceptable Use Policy

You agree not to use our Site or services to:

• Violate any applicable laws, regulations, or third-party rights
• Transmit any harmful, threatening, abusive, or defamatory content
• Impersonate any person or entity or misrepresent your affiliation
• Interfere with or disrupt the Site or servers or networks
• Attempt to gain unauthorized access to any systems or data
• Collect or harvest information about other users
• Transmit viruses, malware, or other malicious code
• Engage in any automated use of the system (scraping, bots, etc.)
• Use the Site for any illegal or unauthorized purpose
• Engage in any activity that could harm our reputation or business

7. Professional Services Terms

7.1 Service Agreements

Specific professional services are provided pursuant to separate written agreements, statements of work, or proposals. Those agreements will govern the specific terms of service delivery, including scope, deliverables, timelines, and fees.

7.2 No Guarantee of Results

While we strive to provide high-quality professional services, we do not guarantee specific results or outcomes. Our services are provided on a best-efforts basis using industry-standard practices and professional judgment.

7.3 Client Responsibilities

Clients engaging our services agree to:

• Provide timely access to necessary information, systems, and personnel
• Respond promptly to requests for information or decisions
• Ensure accuracy of information provided to us
• Comply with all applicable laws and regulations
• Pay all fees in accordance with agreed-upon terms

8. Fees and Payment

8.1 Service Fees

Fees for our professional services are specified in separate service agreements or proposals. All fees are in U.S. Dollars unless otherwise specified.

8.2 Payment Terms

Payment terms are specified in individual service agreements. Unless otherwise agreed:

• Invoices are due within 30 days of the invoice date
• Late payments may incur interest charges at the rate of 1.5% per month
• We reserve the right to suspend services for non-payment
• Client is responsible for all collection costs and legal fees

8.3 Taxes

All fees are exclusive of applicable taxes, duties, or similar governmental charges. You are responsible for paying all such taxes except those based on our net income.

9. Confidentiality

9.1 Confidential Information

Both parties may have access to confidential information of the other party. "Confidential Information" includes business information, technical data, trade secrets, and other proprietary information marked as confidential or that should reasonably be understood to be confidential.

9.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information only for authorized purposes
• Limit disclosure to employees and contractors with a need to know
• Protect Confidential Information with the same care used for own information

9.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law or court order

10. Disclaimers and Warranties

10.1 Site Provided "As Is"

OUR SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

10.2 No Warranty of Accuracy

We do not warrant that:

• The Site will be uninterrupted, timely, secure, or error-free
• The results obtained from use of the Site will be accurate or reliable
• The quality of any services or information obtained will meet your expectations
• Any errors in the Site or technology will be corrected

10.3 Professional Services

For professional services, we warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is limited to a period of 30 days from service delivery.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WIOWK LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Site or services
• Any conduct or content of any third party on the Site
• Any content obtained from the Site
• Unauthorized access, use, or alteration of your transmissions or content

11.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES IN THE 12 MONTHS PRIOR TO THE CLAIM, OR $1,000, WHICHEVER IS GREATER.

11.3 Exceptions

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless WIOWK LLC, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use of or inability to use our Site or services
• Your violation of these Terms
• Your violation of any rights of another party
• Your violation of any applicable laws or regulations

13. Third-Party Links and Services

Our Site may contain links to third-party websites or services that are not owned or controlled by WIOWK LLC. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services.

You acknowledge and agree that we shall not be responsible or liable for any damage or loss caused by or in connection with use of any third-party content, goods, or services.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our Site
• Updating the "Last Updated" date
• Sending email notification for significant changes

Your continued use of our Site or services after changes become effective constitutes your acceptance of the revised Terms.

15. Termination

15.1 Termination by You

You may stop using our Site and services at any time. If you have a service agreement, termination provisions in that agreement will apply.

15.2 Termination by Us

We may terminate or suspend your access to our Site and services immediately, without prior notice or liability, for any reason, including:

• Breach of these Terms
• Request by law enforcement or government agencies
• Discontinuation or material modification of the Site or services
• Unexpected technical or security issues
• Extended periods of inactivity
• Non-payment of fees

15.3 Effect of Termination

Upon termination:

• Your right to use the Site and services will immediately cease
• We may delete your account and all associated data
• Provisions that by their nature should survive will survive termination

16. Dispute Resolution

16.1 Informal Resolution

Before filing a claim, you agree to contact us at contact@wioworks.lol to attempt to resolve the dispute informally. We will attempt to resolve the dispute within 60 days.

16.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

16.3 Jurisdiction and Venue

Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Los Angeles County, California, and you consent to personal jurisdiction and venue in such courts.

16.4 Arbitration

For disputes that cannot be resolved informally, you agree that disputes will be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be conducted in Los Angeles County, California.

16.5 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any service agreements, constitute the entire agreement between you and WIOWK LLC regarding the use of our Site and services.

17.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

17.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

17.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

17.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

17.6 Notices

Notices to you may be made via email or regular mail. We may also provide notices by posting them on our Site. Notices to us should be sent to:

17.7 Export Control

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce.

17.8 Government Use

If you are a U.S. government entity, our services are "Commercial Items" as defined in FAR 2.101 and are provided subject to these Terms.

18. Contact Information

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