Terms of Service.

These Terms of Service ("Terms") govern your use of the website located at netroscale.com and the provision of services by Netro Scale Technologies LLC ("Netro Scale," "we," "us," or "our"), a Florida limited liability company with its principal place of business at 8051 N Tamiami Trl STE E6, Sarasota, FL 34243, USA.

By accessing our website or engaging our services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not use our website or services.

1. Services

Netro Scale provides enterprise technology services, including but not limited to: design, development, and operation of voice and telephony infrastructure; messaging and CPaaS platforms; AI automation and large language model integration; cloud and platform engineering; managed operations; and full-stack product development (collectively, the "Services").

Specific engagements are governed by a written Statement of Work ("SOW"), Master Services Agreement ("MSA"), or Service Level Agreement ("SLA") executed by both parties. In the event of a conflict between these Terms and an executed SOW, MSA, or SLA, the executed agreement controls for that engagement.

2. Quotes, Proposals, and Acceptance

• All quotes and proposals are valid for thirty (30) days from the date of issue unless otherwise stated.
• Work begins only upon written acceptance of a proposal or execution of an SOW and receipt of any required deposit.
• Changes to scope, timeline, or deliverables require a written change order agreed by both parties and may affect pricing and delivery dates.

3. Fees, Invoicing, and Payment

• Fees are stated in United States dollars and are exclusive of applicable taxes, which are the Client's responsibility (excluding taxes on our net income).
• Unless otherwise agreed in writing: project work is invoiced per milestone or monthly in arrears; managed services are invoiced monthly in advance; invoices are due net fifteen (15) days from the invoice date.
• Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and we may suspend Services for accounts more than fifteen (15) days past due after written notice.
• All fees are non-refundable except as expressly stated in our Refund Policy or an executed agreement.

4. Client Responsibilities

The Client agrees to: (a) provide timely access to accurate information, systems, and personnel reasonably required to perform the Services; (b) maintain all licenses, consents, and regulatory authorizations required for its own operations, including telecommunications marketing consents under the Telephone Consumer Protection Act (TCPA) and related FCC rules where applicable; (c) use the deliverables and any platform we operate in compliance with all applicable federal, state, and local laws; and (d) maintain the confidentiality of access credentials we issue.

5. Acceptable Use

You may not use our website, platforms, or Services to: (a) violate any law or regulation, including telecommunications fraud, robocalling, or caller-ID spoofing prohibitions (including the Truth in Caller ID Act); (b) transmit unlawful, deceptive, or harmful content, including unsolicited bulk messaging in violation of the CAN-SPAM Act or TCPA; (c) attempt to gain unauthorized access to any system or network; (d) interfere with or degrade the integrity or performance of our infrastructure; or (e) resell the Services without our written consent. We may suspend or terminate access for violations, and where required, report unlawful activity to authorities.

6. Intellectual Property

• Client materials. The Client retains all rights to materials, data, and content it provides to us.
• Deliverables. Upon full payment, custom deliverables created specifically for the Client under an SOW are assigned to the Client, except for our Pre-Existing IP.
• Pre-existing IP. We retain all rights to our pre-existing tools, libraries, frameworks, modules, configurations, know-how, and methodologies ("Pre-Existing IP"). To the extent Pre-Existing IP is embedded in deliverables, we grant the Client a perpetual, non-exclusive, worldwide, royalty-free license to use it as part of the deliverables.
• Website content. All content on this website is the property of Netro Scale and may not be reproduced without permission.

7. Confidentiality

Each party agrees to hold the other party's non-public business, technical, and financial information in strict confidence, to use it solely for the purpose of the engagement, and to protect it with no less than reasonable care, for a period of five (5) years following disclosure. These obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law (with prompt notice where lawful).

8. Service Levels and Operations

Where a managed-services engagement includes an SLA, uptime commitments, response times, and remedies (including service credits) are defined exclusively in that SLA. Service credits are the sole and exclusive remedy for SLA failures. Scheduled maintenance windows, emergency maintenance, and events outside our reasonable control are excluded from uptime calculations as detailed in the applicable SLA.

9. Third-Party Services

The Services may integrate with or depend on third-party platforms (for example, cloud providers, carriers, speech-to-text or LLM vendors). We are not responsible for the acts, omissions, pricing changes, or outages of third-party providers, and your use of such services is subject to their respective terms.

10. Warranties and Disclaimers

We warrant that professional services will be performed in a workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN EXECUTED AGREEMENT, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that any service will be uninterrupted or error-free.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES; AND (B) OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES PAID BY THE CLIENT TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to liability that cannot be limited by law, to a party's indemnification obligations, or to breaches of confidentiality.

12. Indemnification

The Client agrees to indemnify and hold harmless Netro Scale from third-party claims arising from the Client's content, data, unlawful use of the Services, or violation of applicable law (including TCPA, CAN-SPAM, and FCC regulations) in connection with campaigns or traffic originated by the Client. We agree to indemnify the Client against third-party claims that our deliverables, as provided by us and used as permitted, infringe a U.S. intellectual property right.

13. Term and Termination

• These Terms apply for as long as you use the website or receive Services. Engagement terms are set in the applicable SOW or MSA.
• Either party may terminate an engagement for material breach that remains uncured thirty (30) days after written notice.
• Managed-services engagements may be terminated for convenience with thirty (30) days' written notice unless the SOW states otherwise.
• Upon termination, the Client pays for all work performed and non-cancellable commitments through the effective date. Sections on payment, IP, confidentiality, disclaimers, limitation of liability, and dispute resolution survive termination.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Sarasota County, Florida, for any dispute arising out of or relating to these Terms or the Services. Before filing suit, the parties will attempt in good faith to resolve disputes through executive-level negotiation for at least thirty (30) days.

15. General

• Entire agreement. These Terms, together with any executed SOW, MSA, or SLA, constitute the entire agreement between the parties regarding their subject matter.
• Amendments. We may update these Terms from time to time; material changes will be posted on this page with a revised "Last updated" date. Executed agreements may only be amended in writing signed by both parties.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, utility or carrier failures, and government actions.
• Assignment. Neither party may assign these Terms without the other's written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
• Severability. If any provision is held unenforceable, the remainder continues in full force.
• Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, or employment relationship.

16. Contact