Terms and Conditions for Services

PLEASE READ THESE TERMS AND CONDITIONS FOR SERVICES CAREFULLY. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN AND ALL OTHER TERMS INCORPORATED BY REFERENCE OR OTHERWISE MADE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO ALL OF SUCH TERMS, YOU MAY NOT USE THE SERVICES.

  1. Applicability.  
    • These Terms and Conditions for Services (these "Terms") govern the provision of services provided by Atlas Services LLC, a Colorado limited liability company ("Atlas") to each client of Atlas (each, a “Client”), and supplement the terms of the Administrative Service Agreement entered into by Atlas and Client (the “Services Agreement”).
    • The Services Agreement and these Terms (collectively, the "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Services Agreement, the Services Agreement shall have priority of application with the Terms and Conditions having priority to the extent no conflict exists.
    • These Terms prevail over any of Client's general terms and conditions regardless of whether or when Client has submitted its request for proposal, order, or otherwise engaged for services. Provision of services to Client does not constitute acceptance of any of Client's terms and conditions and does not serve to modify or amend these Terms or the Services Agreement.
  2. Services.
    • Atlas shall provide the services to Client as described in the Services Agreement (the "Services") in accordance with these Terms.
    • Services may contain links or otherwise allow Client to access other websites, services, or technologies that are not under the control of Atlas and are licensed by third parties (“Third-Party Services”). Such licensors retain all ownership right, title, and interest in and to such Third-Party Services and Client is authorized to use such Third-Party Services solely in connection with Services provided by Atlas during the term of the Agreement. The Company makes no claim or representation regarding, and accept no responsibility for, the availability, quality, content, nature, or reliability of Third-Party Services or other websites or services linking to items included in Services. Atlas is not responsible for the contents, materials, or information provided or otherwise made available on any Third-Party Services, or any review, changes or updates thereto. Atlas provides these links or access to the Third-Party Services to Client only as a convenience, and the inclusion of any link or access to any Third-Party Services does not imply affiliation, endorsement or adoption by Atlas of any Third-Party Services or any information contained therein. Client should review the applicable terms and policies, including privacy and data gathering practices, of any site to which is accessed from sites included in the Services. Atlas may provide third party content and may provide links to webpages and content of third parties (collectively the “Third-Party Content”). Atlas does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding Third-Party Content, including without limitation regarding its accuracy or completeness. Client acknowledges and agrees that Atlas shall not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. Client’s access to and use of such Third-Party Content contained therein is at Client’s own risk.
  3. Performance Dates. Atlas shall use reasonable efforts to meet any performance dates specified in the Services Agreement, and any such dates shall be estimates only.
  4. Client's Obligations. Client shall:
    • cooperate with Atlas in all matters relating to the Services and provide such access to Client's premises, and such office accommodation and other facilities as may reasonably be requested by Atlas, for the purposes of performing the Services;
    • respond promptly to any Atlas request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Atlas to perform Services in accordance with the requirements of this Agreement; and
    • provide such Client materials or information as Atlas may request in order to carry out the Services in a timely manner and ensure that such Client materials or information are complete and accurate in all material respects.
  5. Client's Acts or Omissions. If Atlas' performance of its obligations under the Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Atlas shall not be deemed in breach of its obligations under the Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.
  6. Change Orders.  
    • If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Atlas shall, within a reasonable time after such request, provide a written estimate to Client of:
      • the likely time required to implement the change;
      • any necessary variations to the fees and other charges for the Services arising from the change;
      • the likely effect of the change on the Services; and
      • any other impact the change might have on the performance of the Agreement.
    • Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a "Change Order"). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance the terms of the Agreement.
    • Notwithstanding Section 6(a) and Section 6(b), Atlas may, from time to time change the Services without the consent of Client provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Services Agreement.
  7. Fees and Expenses; Payment Terms; Interest on Late Payments.  
    • In consideration of the provision of the Services by Atlas and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the Services Agreement, which fees may include subscription fees and other costs associated with Third-Party Services.
    • Client agrees to reimburse Atlas for all reasonable travel and out-of-pocket expenses incurred by Atlas in connection with the performance of the Services.
    • Client shall pay all invoiced amounts due to Atlas upon receipt of Atlas' invoice. Client shall make all payments hereunder in US dollars by check or other agreed method as approved by Atlas in writing.
    • In the event payments are not received by Atlas within thirty (30) after becoming due, Atlas may:
      • charge interest on any such unpaid amounts at a rate of 21% per annum or the maximum rate allowed by law, if lesser, from the date such payment was due until the date paid; and
      • suspend performance for all Services until payment has been made in full.
  1. Taxes. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder.
  2. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Atlas in the course of performing the Services shall be owned by Atlas if not otherwise determined in the Services Agreement.
  3. Confidential Information.  
    • All non-public, confidential or proprietary information of Atlas, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to Clients, pricing, and marketing (collectively, "Confidential Information"), disclosed by Atlas to Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Client without the prior written consent of Atlas. Confidential Information does not include information that is:
      • in the public domain;
      • known to Client at the time of disclosure; or
      • rightfully obtained by Client on a non-confidential basis from a third party.
    • Client agrees to use the Confidential Information only to make use of the Services and Deliverables.
    • Atlas shall be entitled to injunctive relief for any violation of this Section.
  4. Representations and Warranties.  
    • Atlas represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
    • Atlas shall not be liable for a breach of the warranty set forth in Section 11(a) unless Client gives written notice of the defective Services, reasonably described, to Atlas within 30 days of the time when Client discovers or should have discovered that the Services were defective.
    • Subject to Section 11(b), Atlas shall, in its sole discretion, either:
      • repair or re-perform such Services (or the defective part); or
      • credit or refund the price of such Services on an equitable basis.
    • THE REMEDIES SET FORTH IN SECTION 11(c) SHALL BE THE CLIENT'S SOLE AND EXCLUSIVE REMEDY AND ATLAS' ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(a); PROVIDED, HOWEVER, SUCH LIMITATION SHALL NOT APPLY TO THE EXTENT THAT SUCH BREACH IS A RESULT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF ATLAS, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS.
    • Client represents and warrants to Atlas that any and all data, information or other items provided to Atlas which are necessary for Atlas to satisfactorily perform Services is accurate and complete in all respects. Client acknowledges that the accuracy and completeness of such information is essential for Services to be performed in accordance with Atlas’ obligations hereunder and that any inaccurate or incomplete information provided by Client shall void any representation or warranty provided by Atlas under this Agreement.
  5. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(a) ABOVE, (I) ATLAS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, AND (II) ALL INFORMATION, CONTENT OR OTHER ITEMS CONTAINED AS PROVIDED AS PART OF SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATION OR WARRANTY.
  6. Limitation of Liability.  
    • IN NO EVENT SHALL ATLAS BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ATLAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    • IN NO EVENT SHALL ATLAS' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO ATLAS PURSUANT TO THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED, HOWEVER, SUCH LIMITATION ON LIABILITY SHALL NOT APPLY TO THE EXTENT THAT SUCH LIABILITY IS A RESULT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF ATLAS, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS.
    • IN NO EVENT Shall ATLAS have ANY responsibility or liability, and ATLAS expressly disclaims any responsibility or liability, for Client’s use of Third-Party Services which are offered by Atlas but which are owned, maintained and provided by third parties. Client hereby waives any claim against Atlas and any damages which may be incurred by Client as a result of Client’s use of such Third-Party Services.
  7. Termination. In addition to any remedies that may be provided under this Agreement, Atlas may terminate this Agreement with immediate effect upon written notice to Client, if Client:
    • fails to pay any amount when due under this Agreement;
    • has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
    • becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
  8. Waiver. No waiver by Atlas of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Atlas. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  9. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to Atlas hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, explosion or other natural disaster; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect now or in the future; (f) international, national or regional emergency, including but not limited to pandemics or other similar public health emergencies; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) other similar events beyond the control of the Impacted Party; provided, however, Client’s inability to pay amounts due and owing shall not be a Force Majeure Event for any reason.  The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 60 days following written notice given by it under this Section, either party may thereafter terminate this Agreement upon 10 days' written notice.
  10. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Atlas. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.
  11. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  12. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
  13. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Colorado.
  14. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Colorado in each case located where venue is appropriate, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  15. Notices. Any and all notices and demands given under this Agreement shall be given by either personal delivery (notice deemed given upon receipt), USPS first class mail, postage prepaid (notice deemed given the second day after deposited for delivery), or by email (notice deemed given upon delivery in the recipient’s inbox), in each case addressed to the Parties at the addresses set forth below or at such other addresses as may be designated by written notice in accordance with this Section.
  16. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  17. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.
  18. Amendment and Modification. These Terms may be modified, amended, changed or replaced in their entirety at the sole discretion of Atlas with or without notice to Client. Client acknowledges that (i) it has read and understood these Terms, and (ii) it is Client’s responsibility to read these Terms from time to time as modified, amended, changed and/or replaced from time to time.