Please read carefully. By accessing our website or engaging Facade Pattern LLC for services, you agree to these Terms of Service. If you do not agree, do not use our website or services.
1. Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Facade Pattern LLC ("Facade Pattern," "we," "our," or "us"), governing your access to and use of our website located at [www.facadepattern.com] (the "Site") and any managed IT services, cybersecurity services, or AI automation services we provide (collectively, the "Services").
By accessing our Site, submitting an inquiry, executing a service agreement, or otherwise engaging our Services, 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
Facade Pattern LLC provides technology services to small and midsize businesses, including but not limited to:
- IT Management: Managed help desk, network monitoring, infrastructure management, cloud services, backup and disaster recovery, and vendor management.
- Cybersecurity: Threat detection and monitoring, endpoint protection, vulnerability assessments, security awareness training, incident response, and compliance advisory services.
- AI & Automation: Business process automation, AI tool integration, workflow design, and technology roadmap planning.
The specific scope, deliverables, service levels, and pricing for any engagement are defined in a separate Master Service Agreement (MSA) and/or Statement of Work (SOW) executed between Facade Pattern and the Client. In the event of conflict, the executed MSA/SOW takes precedence over these Terms.
3. Eligibility
Our Services are intended for business entities and professionals. By agreeing to these Terms, you represent that: (a) you are at least 18 years of age; (b) you have the legal authority to bind your organization to these Terms; and (c) your use of our Services does not violate any applicable laws or regulations in your jurisdiction.
4. Service Agreements & Scope of Work
All managed services, project engagements, and professional services are governed by a written service agreement signed by both parties. No verbal commitments, informal communications, or website content shall constitute a binding service commitment. Services commence only upon execution of a written agreement and receipt of any required initial payment.
Facade Pattern reserves the right to modify, suspend, or discontinue any service offering at any time with reasonable prior notice to existing clients under active agreements.
5. Fees & Payment
Fees for Services are set forth in the applicable service agreement or SOW. Unless otherwise specified:
- Monthly managed service fees are invoiced in advance and due within 15 days of invoice date.
- Project and professional services fees are invoiced per the payment schedule in the applicable SOW.
- Late payments are subject to interest at 1.5% per month (or the maximum permitted by law, whichever is less).
- Facade Pattern reserves the right to suspend Services for accounts more than 30 days past due after written notice.
- All fees are exclusive of applicable taxes, which are the Client's responsibility unless Facade Pattern is legally obligated to collect and remit.
6. Acceptable Use
You agree not to use our website or Services to:
- Violate any applicable local, state, national, or international laws or regulations
- Transmit, distribute, or store material that infringes intellectual property rights or contains unlawful content
- Engage in unauthorized access to computer systems, networks, or data
- Introduce malware, viruses, or other harmful code into any system
- Attempt to probe, scan, or test the vulnerability of any system without explicit written authorization
- Interfere with or disrupt the integrity or performance of our Services or third-party systems
- Misrepresent your identity or affiliation
Violation of these acceptable use provisions may result in immediate suspension or termination of Services without refund and may subject you to legal liability.
7. Intellectual Property
Facade Pattern's IP: All content on this Site, including text, graphics, logos, and software, and all proprietary tools, methodologies, templates, and processes developed by Facade Pattern, are and remain the sole property of Facade Pattern LLC. Nothing in these Terms grants you any license to use Facade Pattern's intellectual property except as expressly needed to receive the Services.
Client's IP: You retain all ownership rights to your data, systems, configurations, and pre-existing intellectual property. By engaging our Services, you grant Facade Pattern a limited, non-exclusive license to access and use your systems and data solely as necessary to deliver the contracted Services.
Work Product: Ownership of custom deliverables (e.g., custom-developed software, automation workflows) is specified in the applicable SOW. In the absence of specific terms, work product developed solely for a Client using Client data and credentials is owned by the Client upon full payment.
8. Confidentiality
Each party agrees to hold the other's Confidential Information in strict confidence, using at least the same degree of care used to protect its own confidential information (no less than reasonable care). "Confidential Information" means non-public information designated as confidential or that a reasonable person would understand to be confidential given the context.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law or court order, provided the disclosing party gives prompt prior written notice where legally permitted.
Confidentiality obligations survive termination of the service relationship for a period of three (3) years, or indefinitely for trade secrets.
9. Disclaimer of Warranties
THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FACADE PATTERN DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
FACADE PATTERN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CYBERSECURITY SERVICES REDUCE RISK BUT CANNOT GUARANTEE THAT SECURITY INCIDENTS WILL NOT OCCUR. THE CLIENT ACKNOWLEDGES THAT NO SECURITY SOLUTION IS ABSOLUTE.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FACADE PATTERN LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES.
FACADE PATTERN'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO A SERVICE ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO FACADE PATTERN IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability. In such cases, Facade Pattern's liability is limited to the fullest extent permitted by applicable law.
11. Indemnification
You agree to indemnify, defend, and hold harmless Facade Pattern LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) your violation of any applicable law or third-party rights; (c) your use of the Services in a manner not authorized by Facade Pattern; or (d) any data or content you provide to Facade Pattern in connection with the Services.
12. Term & Termination
These Terms remain in effect while you access our Site or engage our Services. Service agreements have specific terms set forth in the applicable MSA or SOW.
Either party may terminate a service agreement with written notice as specified in that agreement. Facade Pattern may terminate or suspend access to Services immediately and without prior notice if you: (a) materially breach these Terms and fail to cure within 10 days of written notice; (b) become insolvent or file for bankruptcy; or (c) engage in conduct that poses a security or legal risk to Facade Pattern or other clients.
Upon termination, your right to use the Services ceases. You remain liable for all fees incurred through the effective termination date. Sections 7 (IP), 8 (Confidentiality), 9 (Disclaimers), 10 (Liability), 11 (Indemnification), and 13 (Governing Law) survive termination.
13. Governing Law & Dispute Resolution
These Terms are governed by and construed in accordance with the laws of the State of [Your State], without regard to conflict of law principles. Any dispute arising from these Terms or the Services that cannot be resolved informally shall be submitted to binding arbitration administered by JAMS under its Commercial Arbitration Rules, with proceedings conducted in [Your City, State]. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm. The parties waive the right to a jury trial and the right to participate in class action proceedings.
14. Changes to These Terms
Facade Pattern reserves the right to modify these Terms at any time. When material changes are made, we will update the effective date and provide notice via email or a prominent notice on our Site at least 14 days before the changes take effect. Your continued use of our Site or Services after that date constitutes acceptance of the revised Terms. If you do not agree, you must cease using the Site and Services and notify us of your intent to terminate any active service agreements.
15. Contact Us
For questions regarding these Terms, please contact:
Facade Pattern LLC
Legal & Compliance: legal@facadepattern.com
General Inquiries: hello@facadepattern.com