Terms of Service

1. Acceptance of Terms

By accessing or using our website, submitting a contact form, or engaging Canyon for services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, please do not use our website or services.

Canyon reserves the right to update these Terms at any time. Continued use of our website after changes are posted constitutes acceptance. The most current version will always be available at canyoninc.net/terms.

2. Services

Canyon Inc provides software development, managed IT services (MSP), digital marketing, cybersecurity, and emergency IT response services. These Terms apply to general website use and inquiries. Specific service engagements are governed by individual client agreements.

Canyon reserves the right to modify, suspend, or discontinue any service at any time with reasonable notice to affected clients.

3. Intellectual Property

Canyon's Pre-Existing IP

Canyon retains all ownership of its proprietary frameworks, libraries, templates, tools, methodologies, processes, and know-how developed prior to or independently of any client engagement ("Canyon IP"). Engaging Canyon for services does not transfer ownership of Canyon IP to any client. Clients receive a non-exclusive license to use Canyon IP only as incorporated into their delivered project.

Client Deliverables

Custom work product created specifically for a client ("Deliverables") is assigned to the client upon receipt of full payment for that work. Prior to full payment, Canyon retains all rights to Deliverables. Canyon IP incorporated into Deliverables is licensed, not sold.

Third-Party Components

Deliverables may incorporate open-source software, licensed fonts, stock imagery, or third-party APIs. Such components remain subject to their respective licenses, which Canyon will disclose. Client is responsible for compliance with those third-party licenses.

Website Content

All content on this website — including text, graphics, logos, case studies, and design — is the intellectual property of Canyon Inc and is protected by US copyright law. Reproduction, distribution, or creation of derivative works without Canyon's written permission is prohibited.

4. Limitation of Liability

To the maximum extent permitted by applicable law, Canyon's total liability to you for any claim arising out of or related to these Terms or our services shall not exceed the total fees paid by you to Canyon in the three (3) months preceding the claim.

In no event shall Canyon be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, loss of data, loss of goodwill, business interruption, or cost of substitute services, even if Canyon has been advised of the possibility of such damages.

This limitation of liability does not apply to: (a) damages arising from Canyon's gross negligence or willful misconduct; (b) Canyon's indemnification obligations for third-party intellectual property infringement claims; or (c) damages that cannot be limited under applicable law.

5. Disclaimer of Warranties

This website and all services are provided "as is" and "as available" without warranty of any kind. Canyon expressly disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Canyon does not warrant that: (a) the website will be uninterrupted, error-free, or secure; (b) defects will be corrected; or (c) any specific business outcome (such as search rankings, revenue growth, or uptime) will be achieved unless specifically guaranteed in a signed SOW.

6. Payment Terms

Payment terms for specific engagements are defined in the applicable SOW or client agreement. General terms:

• Invoices are due within the payment period specified in your agreement
• Late payments accrue interest at 1.5% per month (18% annually) from the due date
• Canyon reserves the right to suspend services for accounts more than 30 days past due, with reasonable advance notice
• Client is responsible for any collection costs, including reasonable attorney's fees, for overdue accounts

7. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with a services engagement ("Confidential Information"), and to use such information only to fulfill obligations under the applicable agreement.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully known to the receiving party before disclosure
• Is independently developed by the receiving party without use of Confidential Information
• Is required to be disclosed by law or court order (with reasonable advance notice to the disclosing party)

Confidentiality obligations survive termination of any engagement for a period of three (3) years. Trade secrets are protected indefinitely under applicable law.

8. Indemnification

By Client: You agree to indemnify, defend, and hold harmless Canyon and its officers, employees, and agents from any claims, damages, or expenses (including reasonable attorney's fees) arising from: (a) your content, data, or instructions provided to Canyon; (b) your violation of these Terms; or (c) your infringement of any third party's rights.

By Canyon: Canyon agrees to indemnify you against third-party claims that Canyon's Deliverables infringe any US patent, copyright, or trademark, provided that you promptly notify Canyon of the claim, cooperate in the defense, and allow Canyon to control the defense and settlement.

9. Termination

Either party may terminate an ongoing service engagement with thirty (30) days written notice. Canyon may terminate immediately upon: (a) non-payment; (b) material breach of these Terms or the applicable agreement that is not cured within ten (10) days of written notice; or (c) your insolvency or bankruptcy.

Upon termination:

• You are responsible for payment of all work completed through the termination date
• Canyon will deliver all paid-for Deliverables
• Canyon will retain client data for 90 days post-termination, then securely delete it upon request

Sections 3 (IP), 4 (Liability), 7 (Confidentiality), 8 (Indemnification), and 10 (Disputes) survive termination.

10. Dispute Resolution

The parties agree to resolve disputes through the following process:

Step 1 — Good Faith Negotiation

Either party may initiate dispute resolution by providing written notice. The parties will attempt to resolve the dispute through good faith negotiation for thirty (30) days.

Step 2 — Mediation

If negotiation fails, the parties will submit to non-binding mediation administered by a mutually agreed mediator in Nashville, Tennessee.

Step 3 — Binding Arbitration

If mediation fails, the dispute will be resolved through binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules. Arbitration will be conducted in Nashville, Tennessee, with a single arbitrator for disputes under $250,000 and a three-arbitrator panel for disputes of $250,000 or more. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Each party waives the right to a jury trial and the right to bring or participate in any class action.

Governing Law

These Terms are governed by the laws of the State of Tennessee, without regard to its conflict of laws principles. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of state and federal courts located in Davidson County, Tennessee.

11. Acceptable Use

You agree not to use this website to:

• Violate any applicable law or regulation
• Attempt to gain unauthorized access to any part of the website or its infrastructure
• Transmit malware, spam, or any harmful code
• Scrape, crawl, or extract content using automated tools without Canyon's written permission
• Impersonate Canyon, its employees, or any other person
• Interfere with the operation of the website or servers
• Collect personal information about other users without their consent

Canyon reserves the right to block access for any user or IP address that violates these acceptable use terms.

12. Third-Party Links

Our website may contain links to third-party websites. These links are provided for convenience only. Canyon does not control, endorse, or take responsibility for the content, privacy practices, or availability of any linked third-party site.

13. General Provisions

Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

Entire Agreement

These Terms, together with the Privacy Policy and any applicable SOW or MSA, constitute the entire agreement between you and Canyon regarding your use of this website and engagement of our services. They supersede all prior agreements or representations on the same subject.

No Waiver

Canyon's failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.

Assignment

You may not assign or transfer your rights under these Terms without Canyon's prior written consent. Canyon may assign its rights in connection with a merger, acquisition, or sale of substantially all of its assets.

14. Contact

For questions about these Terms:

• Email: legal@canyoninc.net
• Company: Canyon Inc
• Location: Chattanooga, TN

These Terms of Service are provided for general informational purposes. Canyon recommends that clients with specific legal questions consult a qualified attorney.