Terms of Service — Williams InfoSec LLC

1) Who we are

Williams InfoSec LLC (“Williams InfoSec”, “we”, “us”) provides information security and cloud/security consulting services.

2) Acceptance of these Terms

By accessing the Services, contacting us, or engaging us for consulting services, you agree to these Terms.

If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and “you” includes the organization.

3) Scope of Services; statements of work

Our consulting services are typically provided under a written agreement (e.g., Master Services Agreement, Statement of Work (“SOW”), proposal, or similar).

If there is a conflict between these Terms and an executed SOW/MSA, the SOW/MSA will control for that engagement.

4) Professional services; no legal or medical advice

We provide professional technical consulting services. We do not provide legal advice and do not act as your attorney. You are responsible for obtaining legal counsel for regulatory interpretation and legal compliance.

For healthcare or HIPAA-adjacent engagements, our work supports security and compliance efforts but does not guarantee compliance outcomes.

5) Client responsibilities

You agree to:

• Provide accurate and complete information needed to perform the Services.
• Ensure you have rights/authority to provide any data, credentials, or access.
• Maintain backups and change management practices appropriate to your environment.
• Review deliverables and recommendations and make final decisions on implementation.

6) Client Data; confidentiality

A) Client Data

“Client Data” means information you provide or that we process on your behalf during an engagement, including system information, logs, configurations, and business data.

Unless otherwise agreed in writing, Client Data remains yours.

B) Confidentiality

We will treat Client Data and non-public engagement information as confidential and use it only to perform the Services.

C) HIPAA / regulated data

If an engagement requires handling Protected Health Information (“PHI”) under HIPAA, the parties may need a Business Associate Agreement (“BAA”) before we receive PHI. If no BAA is in place, you agree not to provide PHI to us.

7) Security

We use reasonable administrative, technical, and physical safeguards appropriate to the Services and the nature of data we process. No system is perfectly secure; you acknowledge that risk.

8) Website use rules

You agree not to:

• Interfere with or disrupt the Services.
• Attempt to gain unauthorized access to systems or accounts.
• Use the Services for unlawful activities.
• Reverse engineer or attempt to extract source code from any proprietary tooling we provide (to the extent permitted by law).

We may suspend or restrict access to protect the Services, our clients, or the public.

9) Intellectual property

A) Our materials

We retain all rights to our pre-existing materials, methods, templates, processes, know-how, tools, and any general skills and knowledge we develop (“Background IP”).

B) Deliverables

Unless otherwise stated in the SOW/MSA, upon full payment, you receive a non-exclusive, non-transferable license to use the deliverables we provide to you for your internal business purposes.

C) Feedback

If you provide suggestions or feedback, you grant us the right to use it without restriction or compensation.

10) Payment terms

Fees, billing cadence, reimbursable expenses, and payment terms are governed by the applicable SOW/proposal/invoice.

Late payments may result in paused work. We may charge interest or late fees only if specified in the applicable agreement or permitted by law.

11) Scheduling, cancellations, and delays

Meeting scheduling and project timelines depend on mutual availability.

You are responsible for timely responses and access provisioning. Delays caused by lack of access, unavailability, or changes in scope may impact timelines and fees.

12) Third-party services

We may use third-party tools (e.g., cloud providers, ticketing, collaboration, storage, analytics) to deliver the Services. Your use of those third-party services may be governed by their terms.

We are not responsible for third-party services we do not control.

13) Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Security and compliance outcomes depend on many factors outside our control. We do not guarantee that vulnerabilities will be fully eliminated or that systems will be breach-proof.

14) Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION.
• OUR TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE THREE (3) MONTHS BEFORE THE EVENT.

Some jurisdictions do not allow certain limitations, so some of these may not apply.

15) Indemnification

You agree to indemnify and hold harmless Williams InfoSec LLC from claims arising out of your misuse of the Services, your violation of these Terms, or your infringement of third-party rights, except to the extent caused by our gross negligence or willful misconduct.

16) Termination

A) Website

We may terminate or suspend website access at any time for any reason, including to protect security.

B) Consulting engagement

Either party may terminate an engagement as specified in the SOW/MSA. If not specified, either party may terminate for convenience upon written notice, and you will pay for work performed through the termination date.

17) Governing law; venue

These Terms are governed by the laws of the State/Province where Williams InfoSec LLC is organized or primarily operates, without regard to conflict-of-law rules.

Venue for disputes will be as set forth in the applicable SOW/MSA or, if not stated, in a court of competent jurisdiction where we are located.

18) Changes to these Terms

We may update these Terms from time to time. We will revise the “Effective date” above and post the updated Terms on this page.

19) Contact

Questions about these Terms:

Williams InfoSec LLC