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Terms of Service

Last Updated: August 1st, 2025.

These Terms and Conditions (“Terms”) govern the relationship betweenVirtInfra LLC, a Colorado limited liability company (“VirtInfra,” “Us,” “We,” or “Our”), and the business or entity (“Customer,” “You,” or “Your”) engaging with Our services.

By using Our website, support services, subscriptions, or executing a Service Order or Statement of Work (collectively, the “Services”), You agree to these Terms.

Quick Summary (Plain Language)

  • We resell business software subscriptions and provide support services.
  • Subscriptions renew automatically each year unless cancelled in advance.
  • We’ll remind you before renewal, and you can up to 45 days in advance.
  • Professional services can be refunded if cancelled at least7 days before start.
  • Once a subscription is active, it’s non-refundable, but you’ll still get the full year of service.
  • Our liability is limited to the fees you paid in the past 12 months, except for gross negligence, willful misconduct, or as required by law.
  • Disputes go to mediation in Denver, Colorado (unless we both agree otherwise) before any court action.

1. Services Provided and B2B Scope

1.1 Core Offerings

We provide:

  1. Resale of Third-Party Software Subscriptions (e.g., Proxmox VE support).
  2. Support & Professional Services such as configuration, migration, consulting, and proprietary SaaS tools.

1.2 Business-to-Business (B2B)

Services are offered only to organizations, not individuals for personal use.

1.3 Governing Documents

If there’s a conflict between these Terms and a signed Service Order (SO) or Statement of Work (SOW), the SO/SOW controls.

2. Financial Terms, Renewals, and Cancellations

2.1 Fees and Payment

Invoices must be paid by the due date.

2.2 Taxes

You’re responsible for applicable taxes we’re required to collect.

2.3 Subscription Renewals

Subscriptions automatically renew annually.

  • We’ll send a renewal reminder at least 60 days before renewal.

  • You can cancel up to 45 days before renewal through:

  • - If not cancelled, the subscription renews for one year.

  • - Active, paid subscriptions are non-refundable, but remain available until the end of the term.

2.4 Professional Services Cancellations

  • Full refund if cancelled 7+ days before start.
  • Less than 7 days before, or after work has started → refund is at our discretion per the SOW.

3. Intellectual Property

3.1 Third-Party Software

Use of resold software is governed by the manufacturer’s EULA.

3.2 VirtInfra Proprietary IP

We retain rights to our trademarks, content, and software.

  • You get a non-transferable license to use our proprietary tools during an active subscription.
  • Reverse engineering is not allowed.

3.3 Custom Software

Custom-developed software you’ve paid for and agreed upon in an SOW belongs to you.

3.4 Support Data

You grant us permission to use Support Data solely for providing Services. We only keep Support Data as long as needed.

4. Disclaimers and Limitation of Liability

4.1 No Warranty

We’ll do our best to deliver reliable services, but all services are provided “as is” without guarantees, except as required by law.

4.2 Exclusion of Damages

We are not liable for indirect or consequential damages such as:

  • - Data loss or corruption
  • - Downtime or business interruption
  • - Lost profits or revenue

4.3 Limitation of Liability

Our maximum liability is limited to the fees you paid to VirtInfra in the past 12 months for the affected services.

Exception: This limitation does notapply to gross negligence, willful misconduct, or liabilities that cannot be limited by law.

5. Termination and Dispute Resolution

5.1 Termination by VirtInfra

We may suspend or end Services if invoices aren’t paid, terms are breached, or continuing service is impractical.

  • If we end service for reasons other than your breach, we’ll refund the unused portion of prepaid fees.

5.2 Termination by Customer

You can cancel per your SOW/contract, or by giving 45 days’ notice before subscription renewal.

5.3 Governing Law and Dispute Resolution

  • Law: Colorado law governs these Terms.
  • Disputes: We’ll first attempt mediation in Denver, CO, unless we both agree otherwise.
  • If mediation fails, either party may pursue other legal remedies.