These Terms and Conditions constitute a legal agreement that is made effective immediately by and between Darienzo Consulting, LLC (“Darienzo Consulting”) and the purchaser of the services (“Company”).  The Terms and Conditions govern use of all services when made part of an SOW.
In consideration of the mutual promises and covenants herein contained, the parties agree as follows:
Services.  Broadly, Darienzo Consulting,  shall provide Services to Company as described in the Statement of Work, as is relevant. The services performed will be a combination of Darienzo Consulting’s industry experience and product-specific knowledge customized to best match Company’s particular needs.
Terms of Payment. Payment and Expenses.  Payment is required in advance of Services. Upon confirmation of payment, Darienzo Consulting will contact Company to confirm mutually agreeable dates.
Invoicing.  Invoices are generated by Darienzo Consulting per the terms of a signed SOW.
Taxes.  Company shall pay all sales, use, or other taxes, levied or imposed by reason of the Services performed, except withholding taxes and those taxes based on the net income or gross receipts of Darienzo Consulting.
Ownership. Darienzo Consulting grants Company a non-exclusive, non-transferable right to use and edit the documentation within Company and its related entities. Company will not post or otherwise share Materials beyond the expressed usage in this section.
Term & Termination. This Agreement shall commence on the Effective Date and shall continue in full force and effect for twelve (12) months.
Confidentiality.  For any confidential information disclosed by Company, Darienzo Consulting shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any confidential information of Company for any purpose outside the scope of this Agreement.
Warranties.  During the term of the Agreement, Darienzo Consulting warrants that all Services will be rendered by Darienzo Consulting or one of its sub-contractors in a professional and workmanlike manner, exercising due skill and care as is customary within the technology industry.
Limitation of Liability.  Notwithstanding any other provision of this Agreement, neither party shall be liable to the other party for any special, incidental, indirect or consequential damages whatsoever including, without limitation, lost profits or loss of business, arising out of, resulting from or in any way related to the Services or this Agreement, from any cause or causes, even if advised of the possibility of such damages.  Darienzo Consulting’s total aggregate liability for any and all damages with respect to any one Order  or Statement of Work shall not exceed the total compensation paid and payable to Darienzo Consulting by Company for the Services set forth in such Order or Statement of Work.  This limitation will apply regardless of the form of action, whether in contract, warranty, indemnity, contribution, tort, or otherwise.
Independent Contractor.  Both parties agree and acknowledge that Darienzo Consulting is an independent contractor in relation to Company, and shall not be considered an employee, agent, distributor or representative of Company, and shall not be eligible for any employee benefits of User.  Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.
Governing Law.  This Agreement will be governed by, and construed in accordance with the laws of the State of Colorado and the federal laws of the United States without any reference to the conflict of laws principles of any jurisdiction.  The parties agree to exclusive jurisdiction of the state and federal courts located in the State of Colorado.

Entire Agreement.
 General. This Agreement is the exclusive statement between the parties with respect to the matters set forth herein, and supersedes all prior agreements, negotiations, representations, and proposals, both written and oral.  If any provision of this Agreement is held unenforceable or inoperative by any court of law, either in whole or in part, the remaining provisions shall be given full force and effect to the extent not inconsistent with the original terms of this Agreement.