These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "Client," or "you") and Marsico AXS CS DIP, LLC, a limited liability company organized under the laws of the State of Colorado, United States ("Company," "we," "us," or "our").
By accessing our website, submitting an inquiry, entering into a service agreement, or otherwise engaging with our company in any capacity, you represent that:
Marsico AXS CS DIP, LLC is a professional technology services company specializing in computer systems design, integrated systems solutions, IT strategy consulting, cybersecurity, cloud architecture, and related technical services. We operate under NAICS classifications including Computer Systems Design and Related Services (NAICS 5415) and Professional, Scientific, and Technical Services.
Our principal place of business is located at:
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our website solely for lawful personal or business purposes, including learning about our services, contacting us, and accessing publicly available information.
You agree not to use our website to:
We strive to maintain consistent website availability but do not guarantee uninterrupted access. We reserve the right to modify, suspend, or discontinue the website or any portion thereof at any time without prior notice or liability.
All content on this website — including but not limited to text, graphics, logos, icons, images, audio clips, data compilations, software, and the overall selection and arrangement thereof — is the exclusive property of Marsico AXS CS DIP, LLC or its licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.
You may view, print, or download content from our website for your personal, non-commercial informational use only, provided you do not modify the materials, you retain all copyright and proprietary notices, and you do not use the materials in a manner that suggests our endorsement of your products or services.
The name "Marsico AXS CS DIP, LLC," the Marsico AXS logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Marsico AXS CS DIP, LLC. You may not use these marks without our prior written permission. All other names, logos, and marks appearing on this website are the property of their respective owners.
Intellectual property ownership of deliverables created through our professional services engagements is governed by the specific Statement of Work or Master Services Agreement executed between the parties. In the absence of such an agreement, work product created specifically for a client will generally be assigned to the client upon receipt of full payment, while pre-existing tools, methodologies, and frameworks remain the property of Marsico AXS CS DIP, LLC.
All professional technology services are governed by a separate written agreement, which may include a Master Services Agreement (MSA), Statement of Work (SOW), Service Level Agreement (SLA), or equivalent contractual documentation. In the event of any conflict between these Terms of Service and a duly executed professional services agreement, the professional services agreement shall control.
We will perform only the services expressly described in the applicable Statement of Work. Any changes to the agreed scope must be documented in a written change order signed by authorized representatives of both parties. Scope changes may affect project timelines and fees.
Clients are responsible for providing timely access to necessary systems, personnel, data, and approvals required for us to perform our services. Delays attributable to the client may extend project timelines and may result in additional fees.
We reserve the right to engage qualified subcontractors to assist in the delivery of services. We remain responsible for the work of our subcontractors and ensure they comply with the confidentiality and data protection obligations set forth in our agreements.
Our service fees are specified in the applicable Statement of Work or service proposal. All fees are stated in United States Dollars (USD) unless otherwise agreed in writing.
Unless otherwise specified in a signed agreement, our standard payment terms are:
Invoices not paid within the agreed payment period are subject to a late fee of 1.5% per month (or the maximum rate permitted by applicable law, if lower) on the outstanding balance. We reserve the right to suspend services for accounts more than 30 days past due after providing written notice.
Our fees do not include applicable sales, use, value-added, or similar taxes. You are responsible for all applicable taxes unless you provide valid tax exemption documentation prior to invoicing.
If you dispute any invoice, you must notify us in writing within 15 days of the invoice date. Undisputed amounts remain due and payable per the standard payment schedule.
In the course of our engagement, each party may disclose proprietary, sensitive, or confidential information ("Confidential Information") to the other. Each party agrees to:
These obligations shall survive termination of the engagement for a period of three (3) years, or such longer period as may be specified in a signed mutual non-disclosure agreement between the parties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
OUR WEBSITE AND ANY INFORMATION CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.
WE DO NOT WARRANT THAT: (A) THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY DEFECTS WILL BE CORRECTED; (C) THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE INFORMATION ON THE WEBSITE IS ACCURATE, COMPLETE, OR CURRENT.
PROFESSIONAL SERVICES ARE PROVIDED IN ACCORDANCE WITH COMMERCIALLY REASONABLE INDUSTRY STANDARDS. WE DO NOT GUARANTEE SPECIFIC BUSINESS OUTCOMES, PERFORMANCE IMPROVEMENTS, OR RESULTS FROM OUR SERVICES, AS SUCH OUTCOMES ARE DEPENDENT ON FACTORS OUTSIDE OUR CONTROL.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MARSICO AXS CS DIP, LLC, ITS MEMBERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY:
ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE OUR WEBSITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).
Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by applicable law.
You agree to defend, indemnify, and hold harmless Marsico AXS CS DIP, LLC and its members, officers, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:
We reserve the right, in our sole discretion, to terminate or suspend your access to our website at any time, without notice, for conduct that violates these Terms or is harmful to other users, us, third parties, or for any other reason. Upon termination, your right to use the website immediately ceases.
Termination rights for professional service engagements are governed by the applicable Master Services Agreement or Statement of Work. In the absence of such provisions, either party may terminate an engagement upon 30 days' written notice. Upon termination, you are responsible for payment of all fees for services rendered through the termination date, plus any reasonable wind-down costs.
The following provisions shall survive termination of these Terms: Intellectual Property Rights, Confidentiality, Disclaimer of Warranties, Limitation of Liability, Indemnification, Dispute Resolution, and any other provisions that by their nature should survive termination.
These Terms and any disputes arising out of or related to them or our 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 provisions.
Before initiating any formal dispute resolution, you agree to contact us at support@marsico.shop to attempt to resolve the dispute informally. We will use reasonable efforts to resolve disputes within 30 days of receiving written notice.
If informal resolution fails, any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be Denver, Colorado. The language of the arbitration shall be English. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
YOU AND MARSICO AXS CS DIP, LLC EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information obligations.
For any matters not subject to arbitration, you and we each consent to the exclusive jurisdiction and venue of the state and federal courts located in Arapahoe County, Colorado, United States.
These Terms, together with our Privacy Policy and any executed professional services agreements, constitute the entire agreement between you and Marsico AXS CS DIP, LLC with respect to the subject matter hereof and supersede all prior or contemporaneous negotiations, discussions, representations, or agreements regarding such subject matter.
If any provision of these Terms is found 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 enforceable, and the remaining provisions shall continue in full force and effect.
Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.
Neither party shall be liable for any delay or failure to perform resulting from causes beyond their reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government actions, power outages, internet disruptions, pandemics, or labor disputes. The affected party shall provide prompt written notice and use commercially reasonable efforts to resume performance as soon as possible.
You may not assign or transfer these Terms or any of your rights or obligations hereunder without our prior written consent. We may freely assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets. Any attempted assignment in violation of this provision is void.
These Terms are for the sole benefit of you and Marsico AXS CS DIP, LLC and create no third-party beneficiary rights or obligations.
By using our website or contacting us electronically, you consent to receive communications from us in electronic form, including emails and website notices. Electronic communications satisfy any legal requirements for written communications.
Section headings are provided for convenience only and do not affect the interpretation of these Terms.
We reserve the right to modify these Terms of Service at any time. When we make material changes, we will:
Your continued use of our website or services after the effective date of any modification constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must immediately discontinue use of our website and services and notify us in writing.
For active professional service engagements, changes to these Terms shall not affect the terms of any existing, fully executed professional services agreement unless both parties agree in writing.
If you have questions about these Terms of Service, require clarification on any provision, or need to communicate with us regarding a legal matter, please contact us through the following channels: