Terms of Service

1. Agreement to Terms

Welcome to AC&DC, LLC. These Terms of Service ("Terms") constitute a legally binding agreement between you and AC&DC, LLC ("Company," "we," "our," or "us") governing your access to and use of our website at www.achdc.shop (the "Site") and any services, applications, or features offered by the Company (collectively, the "Services").

By accessing or using our Site or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Site or Services.

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to the Site. Your continued use of the Site or Services after any changes constitutes your acceptance of the revised Terms.

2. Eligibility

By using our Site or Services, you represent and warrant that:

• You are at least 18 years of age or have reached the age of majority in your jurisdiction
• You have the legal capacity to enter into binding contracts
• You are not barred from receiving services under the laws of the United States or other applicable jurisdictions
• All information you provide to us is accurate, complete, and current

If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

3. Services Description

3.1 Overview

AC&DC, LLC provides computer systems design, system integration, technical consulting, and related professional services ("Services"). The specific scope, deliverables, timelines, and pricing for Services will be outlined in individual service agreements or statements of work ("SOW") executed between the Company and the client.

3.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of Services.

3.3 Third-Party Services

Our Services may involve integration with or use of third-party products, services, or platforms. Your use of such third-party services is subject to their respective terms of service and privacy policies.

4. Client Responsibilities

When engaging our Services, you agree to:

• Provide accurate, complete, and timely information necessary for us to perform the Services
• Cooperate with our team and provide reasonable access to personnel, systems, and resources as required
• Review and provide feedback on deliverables within specified timeframes
• Make timely payments as outlined in your service agreement
• Ensure you have the necessary rights and permissions for us to work with your systems and data
• Maintain appropriate backups of your systems and data before and during our engagement

Failure to fulfill these responsibilities may result in delays, additional costs, or termination of services.

5. Intellectual Property

5.1 Company Intellectual Property

All content, materials, methodologies, tools, and software provided by AC&DC, LLC, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, is the property of AC&DC, LLC or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to use our materials solely for the purposes contemplated by your service agreement. This license does not permit resale, redistribution, or creation of derivative works without our express written consent.

5.2 Client Intellectual Property

You retain ownership of all intellectual property rights in your pre-existing materials, data, and systems. You grant us a limited license to use such materials solely for the purpose of providing the Services.

5.3 Work Product

Ownership of deliverables created specifically for you under a service agreement will be determined by the terms of that agreement. Unless otherwise specified in writing, AC&DC, LLC retains ownership of general methodologies, frameworks, and reusable components developed in the course of providing Services.

5.4 Feedback

Any feedback, suggestions, or ideas you provide regarding our Services may be used by us without restriction or compensation to you.

6. Confidentiality

6.1 Confidential Information

During our engagement, each party ("Disclosing Party") may disclose confidential information to the other party ("Receiving Party"). "Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by the Disclosing Party, including but not limited to business plans, technical data, software code, customer information, financial information, and trade secrets.

6.2 Obligations

The Receiving Party agrees to:

• Maintain the confidentiality of all Confidential Information
• Use Confidential Information solely for the purposes of the engagement
• Disclose Confidential Information only to employees, contractors, or advisors who need to know and are bound by confidentiality obligations
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care

6.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

7. Payment Terms

7.1 Fees

Fees for Services will be specified in your service agreement or statement of work. All fees are quoted in U.S. dollars unless otherwise specified.

7.2 Invoicing and Payment

Unless otherwise agreed in writing:

• We will invoice you according to the payment schedule in your service agreement
• Payments are due within 30 days of invoice date
• Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less
• You are responsible for all applicable taxes, duties, and governmental charges

7.3 Expenses

Reasonable out-of-pocket expenses incurred in performing Services (such as travel, accommodation, and materials) will be billed separately with appropriate documentation.

8. Limitation of Liability

8.1 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 IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

8.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AC&DC, LLC, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES
• ANY CONTENT OBTAINED FROM THE SERVICES
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT

8.3 Cap on Liability

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT PAID BY YOU TO US FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE THOUSAND U.S. DOLLARS ($1,000.00), WHICHEVER IS GREATER.

9. Indemnification

You agree to defend, indemnify, and hold harmless AC&DC, LLC and its licensees, licensors, employees, contractors, agents, officers, and directors from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of and access to the Services
• Your violation of any term of these Terms
• Your violation of any third-party right, including without limitation any copyright, property, or privacy right
• Any claim that your content or materials caused damage to a third party

This indemnification obligation will survive these Terms and your use of the Services.

10. Termination

10.1 Termination by Client

You may terminate your engagement with us by providing written notice in accordance with the termination provisions in your service agreement, or if no specific provisions exist, by providing 30 days' written notice.

10.2 Termination by Company

We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms.

10.3 Effect of Termination

Upon termination:

• All licenses and rights granted to you will immediately cease
• You remain liable for all amounts due up to the date of termination
• Confidentiality obligations survive termination
• Any provisions that by their nature should survive termination shall survive

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law provisions.

11.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or our Services shall first be addressed through good faith negotiation between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may pursue resolution through binding arbitration in Grand Junction, Colorado, in accordance with the rules of the American Arbitration Association.

11.3 Class Action Waiver

ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR WE WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY.

12. General Provisions

12.1 Entire Agreement

These Terms, together with any service agreements and SOWs, constitute the entire agreement between you and AC&DC, LLC regarding our Services and supersede all prior agreements and understandings.

12.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

12.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative.

12.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

12.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

12.6 Notices

Any notices required or permitted under these Terms shall be in writing and delivered by email, certified mail, or recognized courier service to the addresses specified in your service agreement or, if none, to our address at 2603 Freedom Dr, Grand Junction, CO 81506.

13. Contact Information

If you have any questions about these Terms, please contact us: