General Terms & Conditions - Castle Rock Sky

Castle Rock Sky, LLC | Effective: September 4, 2025

1. Acceptance

These General Terms & Conditions (“Terms”) govern access to and use of the websites located at castlerocksky.com and related subdomains (the “Site”) and our products and services (collectively, the “Services”) provided by Castle Rock Sky, LLC (“Castle Rock Sky,” “we,” “us,” or “our”). By accessing the Site or using the Services, you agree to these Terms. If you enter into these Terms on behalf of an entity, you represent that you have authority to bind that entity. If a separate master services agreement or order form applies, it controls to the extent of conflict.

2. Definitions

Customer: The individual or entity that purchases or uses the Services.
Order: Any online checkout, statement of work (“SOW”), or order form referencing these Terms.
Customer Data: Data, content, and materials provided to us by or on behalf of Customer via the Services.

3. Changes to Terms

We may update these Terms from time to time. Material changes will be indicated by updating the “Effective” date above and, where appropriate, by additional notice (e.g., email or in-product notice). Continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

4. Services & Orders

Descriptions, scope, and deliverables are stated in the applicable Order or SOW. We may make non-material modifications to features that do not materially reduce functionality. For managed and security services, we deliver using industry-standard practices unless otherwise agreed in writing. Customer will provide timely access, information, credentials, and dependencies. Delays caused by Customer may extend timelines and may incur additional fees as set out in the Order.

5. Accounts & Security

Customer is responsible for the accuracy of account information and for maintaining the confidentiality of credentials, and will promptly notify us of any actual or suspected unauthorized use. Customer is responsible for actions taken using its accounts.

6. Fees, Billing & Taxes

Fees. Fees are specified in the applicable Order and are non-cancelable and, unless expressly stated otherwise, non-refundable.
Invoicing & Payment. Unless otherwise stated, invoices are due net thirty (30) days from the invoice date. Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law, plus reasonable collection costs.
Usage & Pass-Through Costs. Third-party pass-through costs (e.g., licenses, cloud usage) may be billed as incurred or as set out in the Order.
Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, or similar taxes (excluding taxes based on our net income).

7. Trials & Promotions

Any free trial or promotional offer is provided “as is” and may be modified or terminated at any time. At the end of a trial, continued use may convert to a paid subscription at the then-current rates unless otherwise stated.

8. Acceptable Use

Customer will not, and will not allow others to: (a) misuse the Services or interfere with their operation; (b) probe, scan, or test the vulnerability of systems without written authorization; (c) upload malicious code; (d) use the Services to violate law, including privacy, export, and intellectual property laws; (e) send spam or conduct fraudulent or deceptive practices; (f) resell or sublicense the Services except as permitted in an Order.

9. Third-Party Services

The Services may interoperate with third-party products or services. We are not responsible for third-party terms, actions, or outages. Use of third-party services is subject to their terms and privacy practices.

10. Intellectual Property

Our IP. We and our licensors own all right, title, and interest in the Services and Site, including software, methods, templates, and deliverables not expressly assigned.
Deliverables. Unless an Order states otherwise, upon full payment we grant Customer a non-exclusive, non-transferable license to use project deliverables for Customer’s internal business purposes. Pre-existing materials and tools remain our IP.
Feedback. We may use suggestions or feedback without restriction or obligation.

11. Customer Data

Customer retains ownership of Customer Data. Customer grants us a limited right to process Customer Data to provide and improve the Services, comply with law, and prevent harm. Customer represents it has obtained all rights and consents necessary to provide Customer Data to us for these purposes.

12. Confidentiality

Each party may access the other party’s non-public information that is marked or reasonably understood to be confidential (“Confidential Information”). The receiving party will use the same degree of care it uses to protect its own confidential information (and at least reasonable care) and will not disclose it except to personnel and contractors who need to know for permitted purposes and are bound by confidentiality obligations. Exclusions apply for information that is public, independently developed, or rightfully obtained without restriction. Legal disclosures are permitted with notice where lawful.

13. Privacy

Mobile Messaging & Opt-In Data. If you opt in to receive SMS/MMS, we use your mobile number, consent timestamp, and related messaging data solely to deliver messages, provide support, prevent fraud/abuse, and comply with law. We do not sell or share Mobile Opt-In Data with third parties for their marketing or promotional purposes. We may disclose Mobile Opt-In Data to service providers (e.g., SMS gateways and carriers) acting on our behalf under contracts that prohibit any other use. Message frequency varies. Msg & data rates may apply. Text STOP to cancel and HELP for help. We retain Mobile Opt-In Data only as long as necessary for these purposes and then delete or de-identify it.

14. Security

We implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. No method of transmission or storage is 100% secure; Customer is responsible for securing its environments, devices, and network access to the Services.

15. Disclaimers

EXCEPT AS EXPRESSLY SET OUT IN AN ORDER, THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CUSTOMER REQUIREMENTS.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. Except for (a) fees due; (b) breach of confidentiality; (c) infringement or misappropriation of IP; or (d) a party’s willful misconduct, each party’s total aggregate liability arising out of or related to the Terms will not exceed the amounts paid or payable by Customer to us for the Services giving rise to the claim in the twelve (12) months prior to the event first giving rise to liability.

17. Indemnification

Each party will defend and indemnify the other against third-party claims arising from: (a) breach of these Terms; (b) violation of law; or (c) for Customer, the Customer Data or use of the Services in violation of the Acceptable Use section. Indemnification is conditioned on prompt notice, reasonable cooperation, and sole control of the defense by the indemnifying party.

18. Term & Termination

These Terms remain in effect while you access the Site or use the Services. Either party may terminate an Order for material breach that remains uncured for thirty (30) days after written notice. Upon termination, Customer will pay all fees due and stop using the Services. Sections intended to survive (including payment obligations, confidentiality, IP, disclaimers, limitations, indemnity, and governing law/disputes) will survive.

19. Governing Law

These Terms are governed by the laws of the State of Colorado, USA, without regard to its conflict-of-laws principles.

20. Dispute Resolution

Before filing a claim, the parties will attempt to resolve the dispute informally in good faith within thirty (30) days after written notice. If unresolved, disputes will be resolved by binding arbitration in Denver, Colorado, conducted in English by a single arbitrator under the rules of the American Arbitration Association applicable to the claim, and judgment on the award may be entered in any court of competent jurisdiction. Class actions and class arbitrations are not permitted. Either party may seek injunctive or equitable relief in court to protect IP or Confidential Information.

21. Export

Customer will comply with all applicable export control and sanctions laws. Customer represents it is not located in, or a resident of, any country or on any list where receipt of the Services is prohibited.

22. Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, labor disputes, supply chain failures, war, terrorism, government action, internet or utility failures, and third-party service provider outages.

23. Miscellaneous

Entire Agreement. These Terms, together with any Orders and policies referenced (e.g., Privacy Policy), form the entire agreement regarding the Services.
Order of Precedence. In case of conflict: (1) a signed master services agreement (if any), (2) an Order/SOW, (3) these Terms, (4) referenced policies.
Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect.
Assignment. Neither party may assign these Terms without the other’s consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets with notice.
No Waiver. Failure to enforce any provision is not a waiver.
Independent Contractors. The parties are independent contractors; no agency, partnership, or joint venture is created.
Open Source & Third-Party Notices. Certain components may be subject to separate licenses as provided in accompanying notices.
Consumer Rights. To the extent you are a consumer with non-waivable rights under applicable law, these Terms apply only to the extent permitted by such law.

24. Notices & Contact

Legal notices to Castle Rock Sky must be sent by email to legal@castlerocksky.com and by mail to: [Castle Rock Sky, LLC, 62 Founders Pkwy, Suite ###, Castle Rock, CO 80104]. We may provide notices to the email on file for your account or by posting to the Site.

Version ID: t&c-2025-09-04

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