These Terms of Service ("Terms") govern your access to and use of i3 Technology's website and services. By accessing our website or entering into an engagement with us, you agree to be bound by these Terms.
i3 Technology provides AI implementation, automation, voice bot, chatbot, and custom application development services to enterprise clients across Latin America and the United States. Specific deliverables, timelines, fees, and acceptance criteria for each engagement are defined in a separately executed Statement of Work ("SOW") or Master Service Agreement ("MSA").
You agree to: provide accurate, complete, and timely information required for service delivery; designate authorized personnel to interface with our team; ensure you hold appropriate rights to any data, content, or systems you share with us; and promptly review and approve deliverables within agreed timelines. Delays caused by your failure to meet these obligations may affect project schedules without liability to i3 Technology.
Upon full payment of all applicable fees, i3 Technology assigns to you all intellectual property rights in the custom deliverables created specifically for your engagement, as specified in the SOW. i3 Technology retains ownership of all pre-existing tools, frameworks, methodologies, know-how, and general-purpose components ("Background IP") used in delivering the services. We grant you a non-exclusive, perpetual license to use Background IP solely as embedded in your deliverables.
Fees are set out in the applicable SOW or proposal. Unless otherwise agreed: invoices are due within 30 days of issuance; late payments accrue interest at 1.5% per month; we reserve the right to suspend services for accounts more than 30 days past due; all fees are exclusive of applicable taxes, which are your responsibility.
Each party agrees to hold the other's confidential information in strict confidence using at least the same degree of care it uses to protect its own confidential information (no less than reasonable care). Confidential information excludes information that is publicly known, independently developed, or lawfully received from a third party. Confidentiality obligations survive termination of the engagement for a period of three (3) years.
To the extent i3 Technology processes personal data on your behalf, we act as a data processor and you act as the data controller. We will process such data only on your documented instructions and in accordance with applicable data protection laws. A Data Processing Agreement ("DPA") may be executed separately upon request.
Each party warrants that it has the legal authority to enter into these Terms. i3 Technology warrants that services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, i3 TECHNOLOGY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE THREE (3) MONTHS PRECEDING THE CLAIM. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
These Terms remain in effect for the duration of any active SOW or MSA. Either party may terminate for material breach upon 30 days' written notice if the breach is not cured within that period. Upon termination, all outstanding fees become immediately due, and each party must return or destroy the other's confidential information.
These Terms are governed by the laws of Costa Rica, without regard to conflict-of-law principles. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the courts of San José, Costa Rica. For clients in the United States, disputes may alternatively be resolved by binding arbitration under the rules of the American Arbitration Association.
We may update these Terms at any time. Material changes will be communicated with at least 30 days' notice. Continued use of our services after the effective date constitutes acceptance.