Terms of Service

1. Agreement to Terms

By accessing our website (gmassociates.tech), using our services, or engaging GM Associates for consulting work, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our services.

2. About GM Associates

GM Associates LLC is a technology consulting firm based in Buffalo, New York, providing:

• Technology consulting and strategy
• Web development and design
• Content creator tools and automation
• Digital workflow optimization
• Custom software solutions

3. Services

3.1 Consulting Services

Our consulting services are provided according to individual agreements, statements of work, or proposals. Those specific agreements may include additional terms that supplement these Terms.

3.2 Software Tools and Applications

We develop and provide software tools to help clients manage their digital presence. These tools may integrate with third-party services (YouTube, Google, etc.) and are subject to:

• These Terms of Service
• Our Privacy Policy
• The terms of the third-party services accessed

3.3 Website

Our website provides information about our services. Website content is for informational purposes and does not constitute professional advice.

4. User Responsibilities

When using our services, you agree to:

• Provide accurate information
• Maintain the security of your accounts and credentials
• Use our services only for lawful purposes
• Not attempt to circumvent security measures
• Comply with all applicable laws and third-party terms of service
• Not use our services to infringe on others' rights

5. Third-Party Services

5.1 API Integrations

Some of our tools integrate with third-party services including YouTube, Google Drive, and Gmail. When using these integrations:

• You must have a valid account with the third-party service
• You must authorize access through the third party's authentication system
• You remain bound by the third party's terms of service
• You may revoke access at any time through the third party's settings

5.2 YouTube API Services

Tools using YouTube API Services are subject to:

• YouTube Terms of Service
• Google Privacy Policy

6. Intellectual Property

6.1 Our Property

GM Associates retains all rights to:

• Our website content and design
• Our software tools and applications
• Our methodologies and processes
• Our trademarks and branding

6.2 Your Property

You retain all rights to:

• Your content and data
• Your business information
• Work product created for you under consulting agreements (as specified in those agreements)

6.3 License to Use

We grant you a limited, non-exclusive, non-transferable license to use our tools and applications for their intended purpose, subject to these Terms.

7. Payment Terms

Our services are billed based on time. Hardware, software, subscriptions, licenses, and third-party services are not included and are billed separately or paid directly by the client.

Unless otherwise agreed:

• Invoices are due upon receipt
• Late payments accrue interest at 1.5% per month (18% annually), or the maximum rate permitted by New York law, whichever is lower
• We reserve the right to suspend services for non-payment

8. Satisfaction Guarantee

We stand behind our work. Our "no fix, no fee" guarantee works as follows:

8.1 What's Covered

If we cannot identify a viable solution path for your stated problem during our initial assessment, you owe nothing. This applies to diagnostic consultations where we evaluate your situation and determine whether we can help.

8.2 What's Not Covered

This guarantee does not apply when:

• Work has begun under an agreed scope of work or proposal
• The problem changes or expands after initial assessment
• Required access, information, or cooperation is not provided
• Third-party limitations prevent resolution (vendor policies, licensing, hardware failures requiring replacement, etc.)
• You decline our recommended solution
• The issue reoccurs due to actions taken after our work is complete

8.3 How It Works

After initial assessment, we will tell you one of three things:

• We can fix this - We'll provide a scope of work and estimate. Standard payment terms apply once work begins.
• We can try, but no guarantee - For complex or uncertain situations, we'll explain the risks before you decide to proceed.
• We can't help with this - No charge. We'll explain why and, when possible, point you in the right direction.

8.4 Disputes

If you believe the guarantee should apply to your situation, contact us. We will review in good faith and make a determination within 5 business days.

9. Confidentiality

We treat your business information as confidential. We will not disclose confidential information to third parties except:

• With your consent
• To service providers under confidentiality agreements
• As required by law

10. Recommendations Disclaimer

All recommendations, advice, and guidance provided are based on our professional experience and knowledge. We do not guarantee specific outcomes or results. You are responsible for evaluating whether our recommendations are appropriate for your specific situation and making final decisions regarding your technology and business.

11. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY OR COMPLETENESS OF CONTENT

We do not warrant that:

• Services will be uninterrupted or error-free
• Defects will be corrected
• Services will meet your specific requirements

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GM ASSOCIATES LLC SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES
• DAMAGES RESULTING FROM YOUR USE OF THIRD-PARTY SERVICES
• DAMAGES EXCEEDING THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM

NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS SHALL LIMIT LIABILITY FOR: (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) FRAUD OR INTENTIONAL MISREPRESENTATION; OR (C) ANY LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE NEW YORK LAW.

Some jurisdictions do not allow limitation of liability, so these limitations may not apply to you.

13. Indemnification

You agree to indemnify and hold harmless GM Associates, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from:

• Your use of our services
• Your violation of these Terms
• Your violation of any third-party rights

14. Termination

14.1 By You

You may stop using our services at any time. For consulting engagements, termination terms are specified in individual agreements.

14.2 By Us

We may suspend or terminate your access to services:

• For material violation of these Terms (immediate)
• For non-material breach, after providing 14 days written notice and opportunity to cure
• For non-payment after 30 days past due
• At our discretion with 30 days written notice

14.3 Effect of Termination

Upon termination:

• Your right to use our services ends
• Provisions that should survive termination (confidentiality, limitation of liability, indemnification, etc.) remain in effect

14.4 Data Handling Upon Termination

Upon termination or expiration of services:

• We will provide you with your data in a commonly used format upon request made within 30 days of termination
• After 30 days, we may delete your data from our systems unless retention is required by law
• We will securely destroy or return any confidential information in our possession
• For HIPAA-covered data, we will follow the destruction requirements specified in any applicable Business Associate Agreement

15. Dispute Resolution

15.1 Informal Resolution

Before filing a formal dispute, you agree to contact us at [email protected] to attempt informal resolution.

15.2 Governing Law

These Terms are governed by the laws of the State of New York, United States, without regard to conflict of law principles.

15.3 Jurisdiction

Any disputes shall be resolved in the courts located in Erie County, New York, and you consent to personal jurisdiction in those courts.

16. Changes to Terms

We may modify these Terms at any time. We will provide notice of material changes by:

• Posting the updated Terms on our website
• Updating the "Last Updated" date

Your continued use of our services after changes constitutes acceptance of the new Terms.

17. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. The affected party must provide prompt written notice and use reasonable efforts to mitigate the effects.

18. General Provisions

• Entire Agreement: These Terms, along with our Privacy Policy and any specific service agreements, constitute the entire agreement between you and GM Associates LLC.
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
• Waiver: Our failure to enforce any right does not waive that right.
• Assignment: You may not assign these Terms without our consent. We may assign our rights and obligations.
• Electronic Communications: By using our services or communicating with us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

By using GM Associates services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.