Terms of Service

Junious Digital Laboratories, LLC (doing business as Junious Digital Labs)
Effective date: September 13, 2026

These Terms of Service (the "Terms") govern your use of the websites, applications, and services provided by Junious Digital Laboratories, LLC, a Colorado limited liability company with registered offices in Denver, Colorado (1500 N Grant St, Ste R, Denver, CO 80203) and Spokane, Washington ("JDL", "we", "us", or "our"). By accessing our websites, requesting a quote, placing an order, signing a proposal or statement of work, or using any JDL service, you ("Client", "you", or "your") agree to be bound by these Terms. If you are acting on behalf of a business, you represent that you have authority to bind that business, and "you" refers to that business.

If you do not agree to these Terms, do not use our websites or services.

1. Order of Precedence

Where JDL and Client have signed a proposal, quote, order form, statement of work, service agreement, or subscription agreement (each an "Order"), the Order governs the specific services it describes. In the event of a conflict, the following order of precedence applies: (a) the signed Order; (b) any service-specific terms referenced in the Order; (c) these Terms; and (d) our Privacy Policy. Any terms and conditions contained in a Client purchase order or similar document are rejected and have no effect, even if JDL acknowledges or performs under that document.

2. Our Services

JDL is a veteran-owned technology services company. Depending on the Order, our services may include:

• Consulting and advisory. Technology assessments, vendor comparisons, and recommendations. Unless an Order states otherwise, consultations are provided free of charge and without obligation. Recommendations are opinions based on the information available to us at the time and are not guarantees of outcome.
• Managed IT and support. Help desk, device and network management, monitoring, patching, and related support, delivered according to the scope, hours, and response targets stated in the Order.
• Cybersecurity services. Security tooling, configuration, monitoring, training, and advice. No security product or practice can prevent every incident, and JDL does not guarantee that Client systems will be free from intrusion, malware, data loss, or other security events.
• Cloud, software, and Odoo services. Implementation, configuration, hosting, migration, integration, and support of cloud platforms and business software, including Odoo. Third-party software is licensed by its publisher under the publisher's own terms.
• Business communications and JuniVoice. Voice over IP (VoIP) phone service, phone numbers, messaging, call routing, call recording and transcription, and AI-assisted call handling (the "Communications Services"), subject to Section 7.
• Website design, hosting, and managed websites. Design, build, hosting, maintenance, and support of websites, subject to Section 8.
• Third-party provider services. Business internet, telecommunications, connectivity, hardware, software, and other services that JDL arranges on Client's behalf from third-party providers, subject to Section 6.
• Custom development and other professional services. As described in the applicable Order.

JDL may change, add, or discontinue service offerings at any time. Services not described in an Order are not included.

3. Quotes, Orders, and Changes

Quotes are valid for thirty (30) days unless stated otherwise and are based on the information Client provides. Work outside the scope of an Order, changes to requirements, delays caused by Client, or conditions discovered during performance may result in additional charges, which JDL will communicate before proceeding where practical. Estimates of time and cost are good-faith estimates and not fixed commitments unless the Order expressly states a fixed price.

4. Fees, Payment, and Taxes

• Fees are stated in the Order and are in United States dollars. Recurring fees are billed in advance for each billing period. Time-and-materials work is billed as performed.
• Invoices are due within fifteen (15) days of the invoice date unless the Order or invoice states a different term. Subscription fees may be charged automatically to a payment method on file.
• Overdue amounts accrue interest at 1.5% per month, or the maximum rate permitted by law if lower, from the due date until paid. Client is responsible for all reasonable costs of collection, including collection agency fees, attorneys' fees, and court costs.
• JDL may suspend or terminate services, withhold deliverables, and disable access to hosted systems if any amount is more than ten (10) days overdue. Suspension does not relieve Client of the obligation to pay fees accrued during suspension.
• Fees are non-refundable except as expressly stated in the Order or in Section 9.
• Fees exclude sales, use, excise, value-added, regulatory, and similar taxes and surcharges, which Client will pay. If Client is required to withhold any tax, Client will gross up the payment so that JDL receives the full invoiced amount.
• Client must notify JDL in writing of any disputed charge within ten (10) days of the invoice date, with the reason for the dispute. Undisputed portions remain due on the original date.

5. Client Responsibilities

Client will: (a) provide accurate, complete, and current information, credentials, access, and cooperation needed to perform the services; (b) designate a point of contact with authority to make decisions; (c) respond to requests for information or approval within five (5) business days; (d) maintain current licenses for software and content Client provides; (e) maintain its own backups of data unless backup services are expressly included in an Order; (f) use the services lawfully and in accordance with Section 10; and (g) promptly notify JDL of any security incident, service problem, or change in Client's environment that affects the services. Delays or costs caused by Client's failure to meet these responsibilities are Client's responsibility, and JDL's obligations are suspended to the extent affected.

6. Third-Party Providers

JDL works with a network of third-party carriers, providers, manufacturers, and publishers ("Providers"). When JDL arranges Provider services for Client, the following applies:

• The contract for the Provider's service is between Client and the Provider. Client agrees to the Provider's terms, pricing, service levels, term commitments, and early termination fees, and Client is responsible for reviewing them before ordering.
• JDL is not a party to Client's contract with the Provider and is not responsible for the Provider's acts, omissions, outages, service quality, installation timelines, billing, or support. Service level commitments, credits, and warranties for Provider services come solely from the Provider.
• Pricing quoted for Provider services is provided by the Provider and is subject to the Provider's final acceptance, credit approval, and site qualification.
• JDL may act as an authorized agent or referral partner of Providers. Client authorizes JDL to place orders, communicate with Providers, and receive account information on Client's behalf for the purpose of arranging and supporting Provider services.

7. Communications Services and AI Call Handling

• Emergency calling limitations. VoIP services differ from traditional telephone service. 911 and other emergency calling may not work, may not work correctly, or may route to the wrong emergency center if there is a power outage, internet outage, network congestion, device failure, a moved or misregistered service address, or a suspended account. Client must keep its registered service address current, must inform all users of these limitations, and should maintain an alternative means of contacting emergency services. To the fullest extent permitted by law, JDL is not liable for any claim arising from the unavailability or failure of emergency calling.
• AI-assisted call handling. JuniVoice and similar features use automated speech recognition and artificial intelligence to answer, route, transcribe, summarize, and respond to calls. AI systems can mishear, misunderstand, or produce inaccurate or incomplete information, and may fail to capture a message or booking. Client is responsible for reviewing AI-generated transcripts, summaries, appointments, and messages, and for confirming any commitment made to a caller. JDL does not guarantee the accuracy, completeness, or suitability of AI output and is not liable for decisions or actions taken in reliance on it.
• Call recording and consent. Communications Services may record, transcribe, and store calls and messages. Client is solely responsible for complying with all federal, state, and international laws governing call recording, monitoring, consent, and notice, including providing any required notice to callers and employees. Client will indemnify JDL for any claim arising from Client's failure to do so.
• Telemarketing and messaging compliance. If Client uses the Communications Services for outbound calls or messages, Client is solely responsible for compliance with the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, Do-Not-Call rules, carrier messaging requirements, and all similar laws, including obtaining consents and honoring opt-outs.
• Numbers and porting. Phone numbers are provided subject to carrier and regulatory rules. Numbers may be reassigned if service is terminated or unpaid. Porting timelines depend on the losing carrier and are not guaranteed.
• Usage and fair use. Plans described as unlimited are for normal business use. JDL may limit, throttle, or terminate service used for auto-dialing, call center operation, resale, fraud, or abnormal traffic patterns not disclosed in the Order.

8. Websites, Hosting, and Managed Websites

• Scope. The pages, features, revisions, hosting, maintenance, and support included are stated in the Order. Items not listed, including custom applications, large e-commerce catalogs, third-party integrations, photography, copywriting beyond provided materials, advertising, and search engine optimization beyond basic on-page setup, are not included unless stated.
• Promotional and free periods. Where JDL offers a website free of charge for an introductory period, the site remains JDL-hosted and JDL-owned during that period. At the end of the period the applicable recurring fee stated in the Order applies unless Client cancels in writing before the period ends, in which case JDL may take the site offline. Ownership of the site design and code transfers to Client only after the first paid term is completed in full, except for JDL's retained materials in Section 11.
• Content. Client is responsible for the accuracy and legality of all content, images, trademarks, pricing, reviews, and claims on its website and for maintaining any required licenses and disclosures. JDL may remove content it reasonably believes is unlawful or infringing.
• Domains. Client is responsible for registering, renewing, and controlling its domain names unless the Order states otherwise. Loss of a domain due to non-renewal is not JDL's responsibility.
• Availability. JDL targets high availability for hosted websites but does not guarantee uninterrupted operation. Scheduled maintenance, Provider outages, attacks, and events outside JDL's control may cause downtime.
• Portfolio. JDL may display websites and work product it creates in its portfolio and marketing materials unless Client opts out in writing.

9. Term, Cancellation, and Refunds

• Subscription services renew automatically for successive periods equal to the initial period unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current period.
• Client may cancel a subscription with thirty (30) days' written notice. Fees for the current period, and for the remainder of any committed minimum term stated in the Order, remain payable and are not refunded.
• Where an Order provides a satisfaction or money-back guarantee, the guarantee applies only as written there. Otherwise, all fees are non-refundable.
• Project work cancelled by Client after commencement is billed for work performed, non-cancellable costs, and any cancellation fee stated in the Order.
• On termination, Client's access to JDL-hosted systems ends. Client is responsible for exporting its data before termination. JDL may delete Client data thirty (30) days after termination and has no obligation to retain it.

10. Acceptable Use

Client will not, and will not permit others to, use the services to: violate any law or third-party right; send unsolicited or unlawful communications; transmit malware or interfere with any network or system; attempt to gain unauthorized access to any system, account, or data; host or distribute content that is defamatory, obscene, infringing, or fraudulent; or resell the services without JDL's written consent. JDL may suspend or terminate services immediately for a violation of this Section or where continued service would expose JDL to legal risk.

11. Intellectual Property

• Client retains ownership of its pre-existing content, data, trademarks, and materials, and grants JDL a license to use them to perform the services.
• Upon full payment of all fees due under the applicable Order, Client owns the custom deliverables specifically created for Client and identified in the Order.
• JDL retains all rights in its pre-existing and independently developed tools, code libraries, templates, frameworks, configurations, methods, know-how, AI prompts and models, and documentation ("JDL Materials"), including any improvements to them made during the services. To the extent JDL Materials are incorporated in a deliverable, JDL grants Client a non-exclusive, perpetual license to use them as part of that deliverable.
• Third-party software, fonts, images, and services remain subject to their own licenses.
• JDL may use general knowledge, skills, and experience gained in performing the services, and may use anonymized, aggregated data to improve its services.

12. Confidentiality

Each party will keep the other party's non-public business, technical, and financial information confidential, use it only to perform or receive the services, and protect it with at least reasonable care. This obligation does not apply to information that is public through no fault of the receiving party, already known to the receiving party, independently developed, or lawfully received from a third party, and does not prevent disclosure required by law after reasonable notice where permitted. JDL's pricing, proposals, and methods are JDL confidential information.

13. Data, Privacy, and Security

JDL processes Client data as described in our Privacy Policy and only as needed to provide the services. Client is the owner and controller of its data and is responsible for its lawful collection and for the accuracy of the information it provides. JDL implements reasonable administrative, technical, and physical safeguards, but no system is completely secure, and JDL does not guarantee that Client data will not be lost, accessed, or disclosed without authorization. Unless an Order expressly includes backup or disaster recovery services with defined objectives, JDL is not responsible for backing up or restoring Client data. Client will promptly notify JDL of any suspected security incident affecting the services.

14. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN AN ORDER, THE SERVICES, DELIVERABLES, WEBSITES, AND ALL RELATED INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, JDL DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. JDL DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS, ACHIEVE ANY PARTICULAR RESULT, SAVINGS, RANKING, OR REVENUE, OR BE FREE FROM SECURITY INCIDENTS. JDL'S OBLIGATIONS ARE OBLIGATIONS OF REASONABLE EFFORT, NOT OF RESULT.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) JDL'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER, OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO JDL FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND DOLLARS ($1,000) IF NO FEES WERE PAID; AND (B) JDL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF USE, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR REPUTATIONAL HARM, EVEN IF ADVISED OF THE POSSIBILITY. THESE LIMITATIONS APPLY TO ALL CLAIMS, INCLUDING CLAIMS ARISING FROM PROVIDER SERVICES, EMERGENCY CALLING, AI OUTPUT, SECURITY INCIDENTS, AND DATA LOSS, AND ARE AN ESSENTIAL BASIS OF THE BARGAIN. ANY CLAIM MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER IT ARISES OR IT IS WAIVED.

16. Indemnification

Client will defend, indemnify, and hold harmless JDL and its members, managers, employees, contractors, and agents from and against all claims, damages, losses, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Client's content, data, products, services, or business operations; (b) Client's breach of these Terms or any Order; (c) Client's violation of any law or third-party right, including recording, telemarketing, privacy, and intellectual property laws; (d) use of the services by Client's users, employees, customers, or callers; or (e) Client's contracts with Providers.

17. Non-Solicitation

During the services and for twelve (12) months afterward, Client will not, directly or indirectly, solicit for employment or engagement any JDL employee or contractor who performed services for Client, without JDL's written consent. If Client breaches this Section, Client will pay JDL a fee equal to fifty percent (50%) of that person's annualized compensation as liquidated damages, which the parties agree is a reasonable estimate of JDL's loss.

18. Force Majeure

JDL is not liable for any delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, power or internet outages, Provider or carrier failures, cyberattacks, and failures of third-party platforms or services.

19. Termination for Cause

Either party may terminate an Order on written notice if the other party materially breaches it and fails to cure within thirty (30) days after notice. JDL may terminate or suspend immediately if Client fails to pay when due, violates Section 10, becomes insolvent, or if continuing the services would violate law or expose JDL to liability. Sections 4, 6, 7, 11 through 18, and 20 through 22 survive termination.

20. Governing Law and Dispute Resolution

• These Terms and every Order are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
• The parties will first attempt in good faith to resolve any dispute through direct discussion for at least thirty (30) days after written notice of the dispute.
• Any dispute not resolved in that period will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Denver, Colorado. Judgment on the award may be entered in any court of competent jurisdiction. Either party may instead bring an individual claim in small claims court, and JDL may seek injunctive or equitable relief in any court to protect its intellectual property, confidential information, or unpaid fees.
• Disputes will be resolved on an individual basis only. Client waives any right to participate in a class, collective, or representative action, and the arbitrator may not consolidate claims of more than one client.
• In any action to collect unpaid fees or to enforce these Terms, JDL is entitled to recover its reasonable attorneys' fees and costs.

21. Website Use

Content on JDL websites is provided for general information and is not professional, legal, financial, or security advice for any particular situation. JDL may change website content at any time and does not guarantee its accuracy or completeness. Links to third-party sites are provided for convenience, and JDL is not responsible for their content or practices. All website content, branding, and design are owned by JDL or its licensors and may not be copied or reused without permission. If you believe content on our sites infringes your copyright, send a notice with the information required by 17 U.S.C. § 512(c)(3) to the contact below.

22. General

• Electronic communications. Client consents to receive notices, invoices, and communications from JDL electronically, including by email, text message, and phone, and agrees that electronic signatures and click-through acceptance are binding.
• Changes to these Terms. JDL may update these Terms by posting a revised version on this page with a new effective date. Material changes to recurring services take effect thirty (30) days after posting. Continued use of the services after the effective date constitutes acceptance. Signed Orders remain governed by the Terms in effect when signed unless the parties agree otherwise.
• Independent contractor. JDL is an independent contractor. Nothing in these Terms creates a partnership, joint venture, fiduciary, or employment relationship.
• Assignment. Client may not assign these Terms or any Order without JDL's written consent. JDL may assign them to an affiliate or successor.
• Subcontractors. JDL may use qualified subcontractors and Providers to perform the services and remains responsible for its own obligations under the Order.
• Entire agreement; severability; waiver. These Terms, the Privacy Policy, and the applicable Order are the entire agreement on their subject and supersede all prior discussions. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remainder will continue in effect. A party's failure to enforce a provision is not a waiver.
• Notices. Legal notices to JDL must be sent in writing to Junious Digital Laboratories, LLC, 1500 N Grant St, Ste R, Denver, CO 80203, with a copy by email to joshj@juniouslabs.digital. Notices to Client may be sent to the email or postal address on Client's account.

Contact

Junious Digital Laboratories, LLC
Denver office: 1500 N Grant St, Ste R, Denver, CO 80203
Spokane office: Spokane, WA
Phone: (253) 322-8306
Email: joshj@juniouslabs.digital
Web: www.juniouslabs.digital