Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("Client," "you," "your," or "User") and Planetek, a Colorado-based technology services company ("Company," "we," "our," or "us") governing your access to and use of our fractional technology leadership services, code review and security audit services, managed SOC services, the Drift platform, and all related services, tools, and features (collectively, the "Services").

By accessing, browsing, or using our Services in any manner, including but not limited to visiting our website at planetek.org, registering for an account, or 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.

If you do not agree to these Terms, you must not access or use our Services. If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and "you" and "your" shall refer to such entity.

2. Services Description

Planetek offers a comprehensive suite of technology services designed to help organizations enhance their technical capabilities, security posture, and operational efficiency. The following describes each service offering in detail:

2.1 Fractional Leadership Services

We provide part-time executive technology leadership including Fractional Vice President of Technology, Chief Technology Officer (CTO), and Chief Information Officer (CIO) services. These services are delivered on a flexible engagement basis tailored to your organization's needs and may include strategic technology planning, technical architecture design and review, team leadership and mentoring, vendor management, technology governance, budget planning and optimization, and digital transformation initiatives. Engagements typically range from 10 to 40 hours per month with flexible terms.

2.2 Code Review & Security Audit Services

Our code review and security audit services leverage AI-powered static code analysis combined with expert manual review to identify security vulnerabilities, code quality issues, and compliance gaps. Services include static application security testing (SAST), dynamic application security testing (DAST), software composition analysis (SCA) for third-party dependencies, infrastructure-as-code security review, compliance assessment against standards such as OWASP Top 10, CWE/SANS Top 25, and PCI DSS, detailed remediation recommendations with code examples, and executive summary reports with risk scoring. We support all major programming languages and frameworks.

2.3 Managed SOC Services

Our Managed Security Operations Center (SOC) provides 24/7/365 continuous security monitoring, threat detection, incident response, and compliance reporting. Services include real-time security event monitoring and correlation, threat intelligence integration and analysis, security incident detection and response, vulnerability management and remediation tracking, security information and event management (SIEM), endpoint detection and response (EDR), network traffic analysis, compliance reporting for frameworks such as SOC 2, ISO 27001, HIPAA, and PCI DSS, and monthly executive security briefings. Our SOC is staffed by certified security professionals with expertise in threat hunting and incident response.

2.4 Drift Platform

The Drift platform is our proprietary CVE-based compliance detection system that provides automated vulnerability scanning, real-time compliance scoring, and executive reporting. Platform features include continuous vulnerability scanning across your infrastructure, automated CVE matching and risk assessment, compliance scoring against industry frameworks, prioritized remediation recommendations based on exploitability and business impact, integration with popular development and security tools via API, customizable dashboards and reporting, and automated alerting for critical vulnerabilities. The platform is delivered as a Software-as-a-Service (SaaS) solution with flexible deployment options.

3. Eligibility and Account Requirements

You must be at least 18 years old and have the legal capacity to enter into binding contracts under applicable law. By using our Services, you represent and warrant that you meet these eligibility requirements and have not been previously suspended or removed from our Services.

If you are using the Services on behalf of an organization, business entity, or other legal entity, you represent and warrant that:

• You are authorized to bind that organization to these Terms and have obtained all necessary corporate approvals
• The organization is duly organized, validly existing, and in good standing under applicable law
• You have the necessary authority, power, and approvals to enter into this Agreement on behalf of the organization
• The execution and performance of this Agreement does not violate any other agreement to which the organization is a party

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders at our sole discretion, including but not limited to situations where we believe there is a violation of these Terms, applicable law, or our policies, or where we determine that providing Services would create legal or security risks.

4. Account Registration and Security

Certain Services may require you to create an account by providing registration information. When creating an account, you agree to:

• Provide accurate, current, complete, and truthful information during the registration process
• Maintain and promptly update your account information to keep it accurate, current, and complete
• Maintain the security and confidentiality of your account credentials, including passwords and authentication tokens
• Notify us immediately at security@planetek.org of any unauthorized access, use, or suspected security breach of your account
• Accept full responsibility for all activities that occur under your account, whether or not authorized by you
• Not share your account credentials with any third party or allow others to access your account
• Use strong passwords and enable multi-factor authentication when available

We reserve the right to suspend or terminate your account if we suspect any unauthorized use, security breach, or violation of these Terms. You are solely responsible for any losses or damages resulting from your failure to maintain account security.

If you discover any security vulnerability in our Services, please report it to security@planetek.org. We maintain a responsible disclosure policy and will work with security researchers to address legitimate vulnerabilities.

5. Payment Terms

All fees and payment terms are material terms of this Agreement. Your obligation to pay fees is non-cancellable and, except as expressly provided in these Terms, fees are non-refundable.

5.1 Fees and Pricing

Fees for Services are as quoted in your individual service agreement, statement of work, or as displayed on our website at the time of purchase. All fees are stated and payable in United States Dollars (USD) unless otherwise specified in writing. We reserve the right to change our fees upon thirty (30) days' notice, which may be provided by email or by posting updated pricing on our website. Fee changes will not affect existing service agreements or active subscription periods.

5.2 Payment Terms and Methods

Payment is due within thirty (30) days of invoice date unless otherwise agreed in writing. We accept payment via major credit cards (Visa, Mastercard, American Express), ACH bank transfers, and wire transfers. For credit card payments, you authorize us to charge your payment method for all fees when due. Late payments may incur a finance charge of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, whichever is less) on the outstanding balance. If payment is more than thirty (30) days overdue, we may suspend access to Services until payment is received.

5.3 Subscription Services and Auto-Renewal

For recurring subscription services (including Managed SOC and Drift platform), subscriptions automatically renew at the end of each subscription period (monthly, quarterly, or annually as selected) unless you cancel with at least thirty (30) days' written notice before the renewal date. Renewal fees will be charged at our then-current rates unless you have a locked-in rate specified in your service agreement. You authorize us to charge your payment method on file for renewal fees. To cancel a subscription, send written notice to billing@planetek.org.

5.4 Refunds and Cancellations

All fees are non-refundable except as expressly required by applicable law or as specified in your individual service agreement. For project-based services, if you terminate before completion, refunds may be prorated based on work completed and documented expenses incurred. For subscription services, no refunds will be provided for partial subscription periods. If we terminate your account for cause due to your breach of these Terms, you will not be entitled to any refund of prepaid fees.

5.5 Taxes

All fees are exclusive of applicable federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchase, except for taxes based on our net income. If we are required to collect or pay Taxes, such amounts will be invoiced to you and you agree to pay such Taxes unless you provide us with a valid tax exemption certificate.

5.6 Disputed Charges

If you believe any charges are incorrect, you must notify us in writing at billing@planetek.org within thirty (30) days of the invoice date. Failure to notify us within this period constitutes acceptance of the charges. We will investigate all good faith disputes and work with you to resolve any billing errors.

6. Client Responsibilities and Acceptable Use

6.1 General Responsibilities

To enable us to provide the Services effectively, you agree to fulfill the following responsibilities in a timely manner:

• Provide timely access to systems, code repositories, documentation, and any other information reasonably necessary for us to perform the Services
• Designate authorized personnel who have appropriate authority to communicate with us, make decisions, and provide approvals on your behalf
• Maintain appropriate and regular backups of your data, systems, and configurations independent of our Services
• Ensure the accuracy, completeness, and currency of all information provided to us
• Comply with all applicable federal, state, local, and international laws, regulations, and industry standards
• Maintain adequate security measures for your systems, networks, and data, including access controls and monitoring
• Promptly notify us of any security incidents, data breaches, or suspected compromises that may affect the Services
• Respond to our requests for information or clarification within reasonable timeframes
• Review and test any deliverables, recommendations, or changes before implementing them in production environments

Your failure to fulfill these responsibilities may impact our ability to deliver Services and may result in delays, additional costs, or reduced effectiveness of the Services. We are not liable for any issues arising from your failure to meet these responsibilities.

6.2 Prohibited Activities

To protect the integrity, security, and availability of our Services for all users, you expressly agree NOT to engage in any of the following prohibited activities:

• Use Services for any illegal, harmful, fraudulent, deceptive, or unauthorized purposes, or in any manner that violates applicable laws or regulations
• Violate any applicable laws, regulations, or third-party rights, including intellectual property, privacy, publicity, or contractual rights
• Attempt to reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code of our Services or proprietary systems
• Interfere with, disrupt, or attempt to gain unauthorized access to the integrity, performance, or security of our Services, servers, or networks
• Attempt to gain unauthorized access to our systems, networks, or user accounts through hacking, password mining, or any other means
• Use automated systems, bots, scrapers, or similar data gathering or extraction tools without our express written permission
• Transmit, upload, or distribute any viruses, malware, ransomware, trojans, worms, or other malicious code
• Impersonate any person or entity, falsely state or misrepresent your affiliation with any person or entity, or use false identities
• Collect, harvest, or store personal information about other users without their explicit consent
• Use Services to compete with us, develop competing products or services, or benchmark our Services against competitors
• Remove, obscure, alter, or tamper with any proprietary notices, labels, trademarks, or copyright notices
• Resell, sublicense, rent, lease, or redistribute our Services or access to our Services without our express written authorization
• Use Services in any manner that could damage, disable, overburden, or impair our infrastructure or interfere with other users' access
• Engage in any activity that violates our Acceptable Use Policy or other policies posted on our website

Violation of these prohibitions may result in immediate termination of your access to Services, legal action, and liability for damages. We reserve the right to investigate suspected violations and cooperate with law enforcement authorities.

7. Confidentiality and Non-Disclosure

7.1 Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by either party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This includes but is not limited to:

• Business plans, strategies, and financial information
• Technical data, source code, algorithms, and trade secrets
• Customer lists, user data, and business relationships
• Security vulnerabilities, audit findings, and compliance reports
• Proprietary methodologies, processes, and know-how
• Pricing information and contract terms

7.2 Obligations

The Receiving Party agrees to: (a) maintain Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties without prior written consent; (c) use Confidential Information solely for the purposes of this Agreement; (d) protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care; and (e) limit access to Confidential Information to employees and contractors who have a legitimate need to know and are bound by confidentiality obligations.

7.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement
• Was rightfully known to the Receiving Party prior to disclosure
• Is independently developed by the Receiving Party without use of or reference to Confidential Information
• Is rightfully received from a third party without breach of confidentiality obligations
• Is required to be disclosed by law, regulation, or court order (with prior notice to Disclosing Party where permitted)

7.4 Term

The confidentiality obligations shall survive termination of this Agreement and continue for a period of five (5) years from the date of disclosure, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

8. Intellectual Property

This section defines the ownership and rights to intellectual property created or used in connection with the Services. Both parties retain their respective pre-existing intellectual property rights, subject to the licenses and rights granted herein.

8.1 Client Intellectual Property

You retain all ownership rights, title, and interest in and to your pre-existing intellectual property, including but not limited to source code, proprietary data, business information, trade secrets, trademarks, and any other materials you provide to us or that exist prior to our engagement ("Client IP"). You grant us a limited, non-exclusive, royalty-free license to use, reproduce, and modify Client IP solely to the extent necessary to provide the Services during the term of this Agreement. This license terminates upon completion of Services or termination of this Agreement, except for our right to retain copies as required by law or professional standards.

8.2 Company Intellectual Property

We retain all ownership rights, title, and interest in and to our proprietary tools, methodologies, software platforms (including the Drift platform), frameworks, templates, processes, know-how, and any other pre-existing intellectual property developed by us independently of this engagement ("Company IP"). Nothing in these Terms transfers any ownership rights in Company IP to you. Subject to your payment of all fees, we grant you a limited, non-exclusive, non-transferable license to use Company IP solely in connection with your use of the Services during the term of this Agreement.

8.3 Work Product and Deliverables

Deliverables created specifically for you as part of the Services, including security audit reports, code review findings, remediation recommendations, custom scripts, and strategic recommendations ("Work Product"), shall become your property upon full payment of all fees due. However, we retain: (a) the right to keep copies of Work Product for our records, quality assurance, and legal compliance; (b) the right to use anonymized, aggregated, or de-identified insights derived from Work Product to improve our Services, methodologies, and tools; and (c) ownership of any Company IP incorporated into or used to create the Work Product.

8.4 Feedback and Suggestions

If you provide us with any feedback, suggestions, ideas, or recommendations regarding our Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our Services without any obligation to compensate you or obtain your further approval.

8.5 Trademark and Branding

Neither party may use the other party's trademarks, service marks, trade names, logos, or branding without prior written consent. We may list you as a client and use your logo on our website and marketing materials unless you opt-out by notifying us at marketing@planetek.org.

9. Data Protection and Security

We implement comprehensive industry-standard security measures to protect your data from unauthorized access, use, disclosure, alteration, and destruction. Our security practices are detailed in our Privacy Policy and include encryption, access controls, monitoring, and regular security assessments.

Our data processing practices are governed by our Privacy Policy (available at planetek.org/privacy) and, where applicable, by Data Processing Agreements (DPAs) that comply with GDPR, CCPA, and other data protection regulations. If you require a DPA, please contact us at legal@planetek.org.

In connection with providing security services, we may require access to your systems, networks, source code, and data solely to perform the Services. We will: (a) access only the systems and data necessary to provide the Services; (b) use your data only for the purposes of providing Services and not for any other purpose without your explicit written consent; (c) implement appropriate technical and organizational measures to protect your data; (d) not disclose your data to third parties except as necessary to provide Services or as required by law; and (e) return or securely delete your data upon termination, except as required for legal compliance or as specified in our data retention policies.

You acknowledge that despite our security measures, no system is completely secure, and we cannot guarantee absolute security. You are responsible for maintaining appropriate security measures on your end, including access controls, backups, and monitoring.

10. Service Level Agreements

For certain Services, we provide Service Level Agreements (SLAs) that define our commitments regarding availability, performance, and response times. SLAs apply only to the specific services listed below and are subject to the terms and exclusions specified.

10.1 Managed SOC Services SLA

For Managed Security Operations Center services, we commit to the following service levels:

• Uptime Guarantee: 99.9% uptime for monitoring and alerting systems, excluding scheduled maintenance windows (announced at least 48 hours in advance)
• Mean Time to Detection (MTTD): Less than 5 minutes for critical security threats and incidents
• Mean Time to Response (MTTR): Less than 1 hour for critical incidents, less than 4 hours for high-severity incidents, and less than 24 hours for medium-severity incidents
• Monitoring Coverage: 24/7/365 continuous monitoring and support with no gaps in coverage
• Incident Reporting: Detailed incident reports provided within 48 hours of incident resolution

10.2 Drift Platform SLA

For the Drift platform, we commit to the following service levels:

• Platform Availability: 99.5% uptime measured monthly, excluding scheduled maintenance
• Vulnerability Scanning: Daily automated scans of all configured assets
• Critical Vulnerability Alerting: Real-time alerts (within 15 minutes) for newly discovered critical vulnerabilities (CVSS score 9.0+)
• Report Generation: On-demand reports generated within 5 minutes of request

10.3 SLA Exclusions

SLAs do not apply to service interruptions or degradations caused by: (a) factors outside our reasonable control, including force majeure events, internet service provider failures, or DDoS attacks; (b) your equipment, software, or network issues; (c) your failure to follow our documented procedures or recommendations; (d) scheduled maintenance performed during announced maintenance windows; or (e) suspension or termination of Services due to your breach of these Terms.

10.4 Service Credits

If we fail to meet the SLA commitments specified above, you may be eligible for service credits as follows: (a) for each full percentage point below the uptime guarantee, you will receive a credit equal to 5% of the monthly service fee for the affected service, up to a maximum of 50% of the monthly fee; (b) service credits must be requested in writing within 30 days of the SLA breach; (c) we will verify the claim and issue credits within 30 days of approval; and (d) credits will be applied to future invoices and cannot be redeemed for cash.

Service credits are your sole and exclusive remedy for SLA breaches. We will not be liable for any damages, losses, or other remedies beyond the service credits specified above.

11. Warranties and Disclaimers

11.1 Our Warranties

We warrant that: (a) Services will be performed in a professional and workmanlike manner consistent with industry standards; (b) we have the right and authority to enter into this Agreement and perform the Services; (c) Services will not infringe upon or violate any third-party intellectual property rights; and (d) we will comply with all applicable laws and regulations in performing the Services.

11.2 Client Warranties

You warrant that: (a) you have the right and authority to enter into this Agreement; (b) you own or have the necessary rights to all materials provided to us; (c) your use of the Services does not violate any applicable laws or third-party rights; and (d) all information provided to us is accurate and complete.

11.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT: (a) SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) RESULTS OBTAINED FROM SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE; (c) THE QUALITY OF SERVICES WILL MEET YOUR EXPECTATIONS; OR (d) ANY ERRORS OR DEFECTS WILL BE CORRECTED.

We do not guarantee that our Services will detect all vulnerabilities, prevent all security incidents, eliminate all risks, or ensure complete compliance with any regulatory framework. Security and compliance are shared responsibilities requiring ongoing effort from both parties.

No advice or information, whether oral or written, obtained from us or through the Services shall create any warranty not expressly stated in these Terms.

12. Limitation of Liability

12.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PLANETEK'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE THOUSAND DOLLARS ($1,000).

12.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PLANETEK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, business opportunities, or anticipated savings
• Loss of data, goodwill, or reputation
• Business interruption or downtime
• Cost of procurement of substitute services
• Any other indirect or consequential losses

This limitation applies even if we have been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.

12.3 Exceptions

The limitations in this Section 12 do not apply to:

• Your payment obligations under these Terms
• Your indemnification obligations
• Liability arising from gross negligence, willful misconduct, or fraud
• Violations of intellectual property rights
• Breaches of confidentiality obligations
• Matters that cannot be limited by applicable law

12.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.

13. Indemnification

13.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Planetek, its affiliates, and their respective officers, directors, employees, agents, contractors, and representatives (collectively, "Planetek Parties") from and against any and all claims, demands, actions, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Your breach or alleged breach of these Terms or any applicable law
• Your violation of any third-party rights, including intellectual property, privacy, or publicity rights
• Your use or misuse of the Services
• Any content, data, or materials you provide to us
• Your negligence, willful misconduct, or fraud
• Any disputes between you and any third party

13.2 Our Indemnification Obligations

We agree to indemnify, defend, and hold you harmless from any third-party claims that our Services infringe or misappropriate such third party's valid intellectual property rights, provided that you:

• Promptly notify us in writing of the claim
• Grant us sole control of the defense and settlement
• Provide reasonable cooperation in the defense

If Services are, or in our opinion are likely to be, subject to an infringement claim, we may at our option: (a) obtain the right for you to continue using the Services; (b) replace or modify the Services to make them non-infringing; or (c) terminate the Services and refund prepaid fees on a pro-rata basis.

13.3 Indemnification Process

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) cooperate with the indemnifying party in the defense; and (c) allow the indemnifying party sole control over the defense and settlement, provided that no settlement may be made that admits liability on behalf of the indemnified party or imposes obligations on the indemnified party without their prior written consent.

14. Term and Termination

This section governs the duration of this Agreement and the circumstances under which either party may terminate the relationship.

14.1 Term

These Terms commence on the date you first access or use the Services (or, if earlier, the date you accept these Terms) and continue until terminated by either party in accordance with this Section 14. Individual service engagements may have specific terms as defined in the applicable statement of work or service agreement.

14.2 Termination for Convenience

Either party may terminate this Agreement for any reason or no reason upon thirty (30) days' prior written notice to the other party. Written notice must be sent to legal@planetek.org (for notices to us) or to the email address associated with your account (for notices to you). You remain responsible for all fees incurred prior to the effective date of termination, including fees for Services rendered during the notice period. For subscription services, termination will be effective at the end of the then-current subscription period if proper notice is provided.

14.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, trustee, or similar party appointed; (c) files for bankruptcy or has bankruptcy proceedings instituted against it; or (d) ceases to do business. Additionally, we may immediately suspend or terminate your access if we reasonably believe you are engaging in prohibited activities, violating applicable laws, or posing a security risk.

14.4 Effect of Termination

Upon termination or expiration of this Agreement:

• You must immediately pay all outstanding fees, charges, and expenses incurred through the termination date
• Your right to access and use the Services will immediately cease
• You must cease all use of our Company IP, including our platforms, tools, and methodologies
• You must return or, at our request, securely destroy all Confidential Information in your possession
• We will return or securely destroy your Confidential Information, except as required for legal compliance or as specified in our data retention policies
• We may delete your account and data in accordance with our data retention policies
• Any Work Product for which you have paid in full will remain your property

Termination does not relieve either party of obligations incurred prior to termination. Sections that by their nature should survive termination shall survive, including but not limited to: Sections 5 (Payment Terms), 7 (Confidentiality), 8 (Intellectual Property), 11 (Warranties and Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 15 (Dispute Resolution), 16 (Governing Law), and 18 (General Provisions).

15. Dispute Resolution

We are committed to resolving disputes efficiently and cost-effectively. This section establishes a structured process for resolving any disputes that may arise between us.

15.1 Informal Resolution

Before initiating any formal dispute resolution proceedings, you agree to first contact us at legal@planetek.org to attempt to resolve the dispute informally through good faith negotiations. You must provide a written description of the dispute, including the facts giving rise to the dispute, the relief sought, and your contact information. We will attempt to resolve the dispute within thirty (30) days of receiving your notice. Most disputes can be resolved through this informal process, saving both parties time and expense.

15.2 Binding Arbitration

If we cannot resolve a dispute through informal negotiations, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (including the formation, performance, breach, or termination of this Agreement) shall be resolved through final and binding arbitration rather than in court, except as provided in Section 15.4 below.

The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes. The arbitration will be conducted in Adams County, Colorado, or at another mutually agreed location. The arbitrator shall have exclusive authority to resolve all disputes, including disputes about the arbitrability of the dispute. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Each party shall bear its own costs and attorneys' fees, except that the arbitrator may award costs and fees to the prevailing party if permitted by applicable law. For disputes involving less than $10,000, the arbitration may be conducted based on written submissions without an in-person hearing, unless the arbitrator determines a hearing is necessary.

15.3 Class Action Waiver

YOU AND PLANETEK AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. Unless both parties agree otherwise in writing, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding.

If this class action waiver is found to be unenforceable with respect to any claim or dispute, then that claim or dispute shall be severed and proceed in court rather than arbitration, while all other claims shall proceed in arbitration.

15.4 Exceptions to Arbitration

Notwithstanding the arbitration provisions above, either party may bring an action in court to: (a) seek injunctive or other equitable relief to protect intellectual property rights or confidential information; (b) seek enforcement of an arbitration award; or (c) pursue claims in small claims court if the claim qualifies and remains in small claims court.

15.5 Time Limitation on Claims

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms or the Services must be filed within one (1) year after such claim or cause of action arose, or it will be permanently barred.

16. Governing Law and Jurisdiction

These Terms and any disputes arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law principles that would require application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Subject to the arbitration provisions in Section 15, any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in Adams County, Colorado, and each party irrevocably consents to the personal jurisdiction and venue of such courts.

17. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (except for payment obligations) to the extent such failure or delay is caused by events or circumstances beyond its reasonable control ("Force Majeure Event"). Force Majeure Events include, but are not limited to:

• Acts of God, including earthquakes, floods, fires, hurricanes, tornadoes, and other natural disasters
• War, terrorism, civil unrest, riots, or armed conflict
• Epidemics, pandemics, or public health emergencies
• Labor disputes, strikes, or lockouts not involving the party's own employees
• Government actions, laws, regulations, orders, or embargoes
• Failure of third-party telecommunications, internet service providers, or utility services
• Cyberattacks, including DDoS attacks, not caused by the party's negligence

The party affected by a Force Majeure Event shall: (a) promptly notify the other party in writing of the Force Majeure Event and its expected duration; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable; and (c) provide regular updates on the status of the Force Majeure Event.

If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected services upon written notice without liability, except for obligations accrued prior to termination.

18. General Provisions

18.1 Entire Agreement

These Terms, together with any service agreements, statements of work, our Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between you and Planetek regarding the Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

18.2 Amendments and Modifications

We reserve the right to modify these Terms at any time by posting updated terms on our website. Material changes will be notified via email to the address associated with your account at least thirty (30) days before the effective date. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modifications, you must discontinue use of the Services.

18.3 Assignment and Transfer

You may not assign, transfer, delegate, or sublicense these Terms or any of your rights or obligations hereunder without our prior written consent. Any attempted assignment in violation of this provision is void. We may freely assign or transfer these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

18.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

18.5 Waiver

No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

18.6 Relationship of Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or to incur obligations on the other's behalf without the other party's prior written consent.

18.7 Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns and do not confer any third-party beneficiary rights.

18.8 Notices

All notices under these Terms must be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one business day after deposit with a nationally recognized overnight courier; or (d) three business days after being sent by certified or registered mail, return receipt requested, postage prepaid. Notices to you may be sent to the email address or physical address associated with your account. Notices to us must be sent to legal@planetek.org or to our physical address listed in Section 19.

18.9 Survival

All provisions of these Terms which by their nature should survive termination shall survive, including but not limited to: ownership provisions, warranty disclaimers, indemnification, limitations of liability, dispute resolution, and general provisions.

19. Contact Information

For questions about these Terms, contact us: