Terms of Use

1. Scope of Terms; Rules of Construction and Definitions

Section headings are for reference only. Key defined terms include:

• Confidential Information: Nonpublic information with commercial value (specifications, source code, financial data, etc.), excluding information that is independently developed, publicly known, previously known, or rightfully received from third parties.
• Consultant IP: Intellectual property owned or developed by Ideal State prior to or independently from service provision.
• Customer Data: All data provided by or accessible to Ideal State, including personal data, confidential information, trade secrets, business information, and derived data. Remains Customer property.
• Deliverables: Specified outputs under a Statement of Work, excluding Consultant IP and Third Party IP.
• Force Majeure: Conditions beyond reasonable control (severe weather, labor stoppages, epidemics, vendor outages), excluding financial hardship.
• IP Rights: All forms of intellectual property worldwide.
• Personal Data: Information relating to an identified or identifiable person under GDPR, CCPA, and successor legislation.
• Sensitive Data: Personal data revealing racial/ethnic origin, political opinions, beliefs, trade union membership, genetic data, biometric data, health data, sexual orientation, or criminal conviction data; also includes trade secrets and unpublished financial data designated by Customer.
• Statement of Work (SOW): Separate agreement specifying services and incorporating these Terms.
• Sub-processor: Third parties engaged to process Customer Data on Customer’s behalf.
• Third Party IP: Intellectual property owned by third parties used in service delivery.

2. Term

These Terms align with the Statement of Work duration. Subscription Engagements auto-renew monthly after the initial term unless terminated per Section 3. Fixed Fee and Time & Materials Engagements expire upon completion and acceptance of Deliverables.

3. Early Termination

Either party may terminate if the other materially breaches and fails to cure within thirty (30) days of written notice. Either party may terminate for convenience with sixty (60) days’ prior written notice. Sections 1, 5, 7–9, and 11–18 survive termination.

3(a) Scope Disputes and Remedies

Disagreements regarding project scope trigger good-faith negotiation for thirty (30) days, with senior escalation after fifteen (15) days if unresolved. If unresolved after thirty days, either party may cancel the Statement of Work. Initial fees are non-refundable; subsequent fees are prorated daily from cancellation date.

3(b) Transition Support

Upon termination, Ideal State provides up to thirty (30) days of reasonable transition assistance at standard rates.

4. Services

Ideal State performs services in a timely, competent, professional manner using qualified personnel consistent with commercially reasonable industry practices.

4(a) Security and Compliance

Ideal State complies with Microsoft CSP security requirements per Partner Center guidelines, including M365 Modern Work Suite Administration monitoring. Customer provides necessary access.

4(b) Change Requests

Written change requests receive written quotations including scope, schedule, and fee adjustments. Amendments binding only upon execution by both parties.

5. Fees; Invoicing; Payment

5(a) Fees; Invoices; Expenses

Fees are specified in the Statement of Work per engagement type:

• Subscription Engagements: Fees due as specified. Partial first months prorated by actual days; renewals align to the 1st of each calendar month.
• Fixed Fee Engagements: Payable per milestone schedule or upon completion and acceptance of Deliverables.
• Time & Materials Engagements: Monthly invoices after month-end for services performed at specified rates, accompanied by detailed time records.

Customer reimburses actual, reasonable pre-approved out-of-pocket expenses with detailed expense reports.

5(b) Taxes

Customer pays all applicable taxes except those based on Ideal State’s income and withholdings.

5(c) Payment Terms

Payment due upon receipt but no later than thirty (30) days after invoice date unless specified otherwise. Subscription Engagements due on the 1st of each month.

5(d) Invoice Disputes

Customer may dispute invoices in good faith before due date with written notice and documentation. Disputes resolved within sixty (60) days; if unresolved, Customer pays full amount and retains other remedies. Undisputed invoices are deemed accepted.

5(e) Interest on Late Payments

Overdue amounts accrue interest at 1.25% monthly (15% annually) or maximum rate permitted by law, whichever is less, compounded monthly. Ideal State may suspend Services without notice for payments overdue more than sixty (60) days.

6. Limited Warranty; Disclaimers and Limitations

6(a) Limited Warranty

Services are performed in a professional, workmanlike manner consistent with commercially reasonable industry practices. If services fail to comply, Ideal State shall, at its option, correct or re-perform non-conforming services or issue a credit. Warranty claims must be made within thirty (30) days of delivery.

6(b) Disclaimers

“EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 6(a), PRODUCTS AND SERVICES ARE PROVIDED AS-IS AND WHERE IS.” Other representations, warranties, and covenants are disclaimed, including merchantability and fitness for particular purpose. Ideal State does not warrant uninterrupted operation or freedom from defects.

6(c) Limitation of Liability

Neither party is liable for loss of profits, business, revenues, goodwill, information, data, or consequential, special, incidental, exemplary, punitive, or indirect damages, even if advised of possibility, from performance or nonperformance regardless of legal theory. This exclusion does not apply to Section 10 (Indemnification), Section 7 breaches (Confidential Information), or Section 17 breaches (Data Protection).

Ideal State’s aggregate liability shall not exceed total amounts paid or payable under the applicable Statement of Work.

7. Confidential Information

7(a) Ownership and Use

Each party retains ownership of its Confidential Information. The Receiving Party uses it solely as necessary to perform obligations or exercise rights under these Terms. Neither party discloses Statement of Work financial terms without prior written consent.

7(b) Nondisclosure Obligations

The Receiving Party maintains strict confidence using safeguards no less rigorous than its own, but never less than reasonable care. No disclosure to third parties or self-benefit without prior written consent.

7(c) Permitted Disclosures

Disclosure to employees, contractors, and advisors is permitted if they have a need-to-know and are bound by equivalent confidentiality obligations. Third-party disclosure requires: (i) detailed description of information; (ii) prior written consent; (iii) limiting disclosure to those with need-to-know; and (iv) reasonable confidentiality assurances. Legally required disclosures are permitted with prior notice and cooperation.

7(d) Unauthorized Disclosure; Remedies

The Receiving Party immediately notifies the Disclosing Party of unauthorized access or disclosure with full incident details. Breach entitles the non-breaching party to equitable relief, including specific performance and injunctive relief, without requiring bond.

7(e) Return of Confidential Information

Upon termination or request, the Receiving Party returns all Confidential Information or certifies its destruction, except as required by law.

8. Deliverable Acceptance

Ideal State notifies Customer when Deliverables are complete. Customer has seven (7) calendar days to review and provide written feedback identifying material non-conformance. Ideal State addresses identified issues and redelivers within a reasonable timeframe. Parties iterate in good faith. Deliverables are deemed accepted if no feedback is provided within seven days.

9. Intellectual Property Rights

9(a) Ownership of Deliverables

Customer owns all right, title, and interest in Deliverables, excluding Consultant IP and Third Party IP. Copyrightable aspects are “works made for hire” to the maximum extent permitted. Any non-work-made-for-hire Deliverables are assigned to Customer. Ideal State waives moral rights where permitted.

9(b) Consultant IP

Ideal State retains all Consultant IP ownership. Ideal State grants Customer a limited, non-exclusive, fully paid-up, royalty-free license to use Consultant IP solely as necessary to use Deliverables.

9(c) Third Party IP

Ideal State obtains from third parties all rights necessary for Customer to use Deliverables as contemplated, at no additional cost.

10. Indemnification

10(a) By Ideal State

Ideal State defends, indemnifies, and holds Customer harmless from third-party claims that unmodified Products or Services infringe IP Rights, or that Ideal State or its Related Parties caused death, bodily injury, or property damage. This does not apply to claims arising from Customer’s acts or omissions.

10(b) By Customer

Customer defends, indemnifies, and holds Ideal State harmless from third-party claims that Customer-provided materials infringe IP Rights, that Customer’s use of Deliverables exceeds the Statement of Work scope, or that Customer or its Related Parties caused death, bodily injury, or property damage. This does not apply to claims from Ideal State’s negligence or intentional misconduct.

10(c) Indemnification Procedures

The Indemnitee promptly notifies the Indemnitor of claims; delay does not relieve obligations unless materially prejudicing defense. Indemnitor assumes sole defense and control with chosen counsel. Indemnitee cooperates reasonably. Indemnitor does not settle without Indemnitee consent if settlement admits liability or imposes obligations.

“Related Party” means any parent, owner, officer, partner, contractor, affiliate, agent, or employee.

11. Customer Obligations

Customer shall: (a) designate a project contact with decision authority; (b) provide timely access to software systems, sites, data, and personnel; (c) provide necessary technical information and support; (d) ensure accuracy and completeness of provided data; and (e) select Services achieving desired results. Customer represents that it has the right to permit Ideal State to use any provided IP Rights, Confidential Information, or materials.

Failure to provide access, information, or support excuses Ideal State’s performance to the extent affected and may invoke Change Request procedures per Section 4(b).

12. Assignment

Neither party may assign rights or delegate obligations without prior written consent, except to affiliates or in merger, acquisition, or asset sale, which require no consent. Unauthorized assignments are void.

13. Relationship of the Parties

Parties are independent contractors. These Terms do not create agency, partnership, joint venture, or employment relationships. Neither party has authority to bind the other.

14. Notices

Formal notices (breach, termination, legal proceedings) are in writing via nationally reputable courier with tracking to Statement of Work addresses. Sending party bears proof-of-receipt burden. Rejected notices are deemed delivered. Routine communications via email are effective upon confirmed receipt.

15. Waivers

Failure to enforce any provision does not waive rights or remedies and does not affect validity.

16. Severability

If any provision is unenforceable, parties request maximum reasonable enforcement, and remaining Terms continue in full effect.

17. Data Processing and Protection

17(a) Scope

This section applies to all Customer Data received, accessed, or processed during service performance, including Personal Data, Confidential Information, trade secrets, or proprietary information. Where Customer Data includes Personal Data, provisions are interpreted consistent with GDPR and CCPA. In conflicts between Section 17 and Section 7, the more protective provision prevails.

17(b) Role of the Parties

Customer owns all Customer Data and determines processing purposes and means. For Personal Data, Customer is the data controller (“business” under CCPA); Ideal State is the data processor (“service provider” under CCPA). For other data, Ideal State acts as custodian and processor on Customer’s behalf. Ideal State processes Customer Data only per documented instructions and solely for service performance, except where law requires otherwise, in which case Ideal State notifies Customer before processing (unless prohibited). Categories, subjects, nature, purpose, and duration are specified in the Statement of Work or Data Processing Addendum (DPA).

17(c) Sub-processors

Customer acknowledges Ideal State engages Sub-processors including: (i) Microsoft Corporation (Microsoft 365, Azure); (ii) Anthropic and OpenAI AI models (Customer data not used in training); (iii) ShareGate, Movebot, and other migration utilities; and (iv) other identified SaaS providers on Ideal State’s Sub-processor List, available upon request.

17(d) Sensitive Data

Customer notifies Ideal State before providing Sensitive Data. Ideal State does not process Sensitive Data unless: (i) Customer provides explicit prior written authorization identifying categories and purpose; (ii) Ideal State confirms appropriate enhanced safeguards (encryption, access restrictions, additional measures); and (iii) Ideal State verifies each Sub-processor is contractually and technically capable of required protection. Ideal State does not submit Sensitive Data to AI tools without specific written consent.

17(e) Security Measures

Ideal State implements appropriate technical and organizational measures protecting Customer Data against unauthorized access, alteration, disclosure, or destruction, including: (i) encryption in transit and at rest; (ii) access controls for authorized personnel; (iii) regular security assessments; (iv) employee training; and (v) logical segregation from other clients’ data where practicable. Ideal State maintains commercially reasonable security certifications (SOC 2 Type II, etc.) and provides evidence upon request.

17(f) Data Breach and Security Incident Notification

Upon Security Incident (unauthorized access, disclosure, or loss), Ideal State: (i) notifies Customer within forty-eight (48) hours; (ii) provides incident nature, data categories, volumes, and remediation measures; (iii) provides sufficient information for Customer’s regulatory obligations; (iv) cooperates in investigation and remediation; and (v) mitigates effects and prevents recurrence.

17(g) Data Subject Rights

Ideal State provides reasonable assistance to Customer responding to data subject requests (access, rectification, erasure, portability, restriction, objection). Ideal State promptly notifies Customer of direct requests and does not respond except per documented instructions.

17(h) AI-Specific Processing Provisions

For Customer Data processed using AI tools or large language models (including Claude): (i) data transmits exclusively via API or enterprise interfaces not using data for model training; (ii) Ideal State does not input Customer Data into tools retaining or using such data outside generating requested output; (iii) Ideal State minimizes submitted data through anonymization, pseudonymization, or aggregation and avoids submitting trade secrets unless necessary; and (iv) upon request, Ideal State discloses used AI tools and safeguards.

17(i) International Data Transfers

Ideal State personnel access and process Customer Data across multiple jurisdictions, including the European Economic Area. Ideal State applies the most protective standard required by any applicable jurisdiction as its baseline for all Customer Data processing. Ideal State does not transfer Customer Data outside its origin jurisdiction without appropriate safeguards, including: (i) Standard Contractual Clauses; (ii) adequacy decisions or data privacy framework certifications; or (iii) other recognized mechanisms. Where EEA personnel access non-EEA data and transmit to Sub-processors outside the EEA, Ideal State ensures appropriate transfer mechanisms. Ideal State cooperates executing additional data transfer agreements reasonably required.

17(j) Data Retention and Deletion

Upon termination, Ideal State returns or deletes Customer Data at Customer’s election within thirty (30) days and certifies deletion in writing. Ideal State may retain data only as required by law and continues protecting retained data. Ideal State uses commercially reasonable efforts ensuring Sub-processors comply with equivalent obligations.

17(k) Audit Rights

Customer may audit Ideal State’s Section 17 compliance with reasonable advance notice during normal business hours, no more than once annually (unless Security Incident or regulatory requirement). Ideal State satisfies this right via current SOC 2 Type II reports, ISO 27001 certifications, or equivalent audits. Customer bears its own costs.

18. Governing Law; Dispute Resolution

These Terms are governed by New Mexico law. All legal actions are brought exclusively in Santa Fe County, New Mexico state or federal courts. Each party submits to exclusive jurisdiction and waives venue objections. The UN Convention on Contracts for the International Sale of Goods does not apply.

“EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO, AND SHALL NOT REQUEST, A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS.”

The prevailing party recovers reasonable attorneys’ fees and costs.

19. Force Majeure

Except for payment obligations, performance delayed or prevented by Force Majeure is excused to the extent reasonably unavoidable through alternate sources or workarounds. The affected party takes reasonable steps avoiding causes and promptly notifies the other party.

20. Insurance

Ideal State maintains during each Statement of Work: (a) commercial general liability insurance of at least $1,000,000 per occurrence; (b) professional liability (errors and omissions) insurance of at least $1,000,000 per claim; and (c) cyber liability insurance of at least $1,000,000 per claim. Ideal State provides certificates of insurance upon request.

21. Non-Solicitation

During the term and twelve (12) months following expiration or termination, neither party directly solicits or hires the other’s personnel materially involved in service performance without prior written consent. General advertisements, job postings, or similar general publications do not constitute solicitation.

22. Entire Agreement; Modifications

These Terms and applicable Statements of Work constitute the entire agreement and supersede prior agreements and communications. Modifications require written signatures from both parties. Riders auto-apply upon acceptance. Ideal State may update these Terms with thirty (30) days’ notice for legal compliance, Microsoft CSP requirements, service enhancements, or technological advancements. If Customer objects in writing to material changes within thirty days, parties negotiate in good faith for fifteen (15) days. If unresolved, Customer may terminate the affected SOW without penalty upon thirty (30) days’ written notice.