Swackygee

1. Acceptance of Terms

By accessing or using the website at www.swackygee.buzz (the Site) and engaging the services of Swackygee LLC, a limited liability company organized under the laws of the United States with its principal place of business at 1081 N Amberly Dr, North Salt Lake, UT 84054, United States (Swackygee, we, us, or our), you agree to be bound by these Terms of Service (Terms). If you do not agree to these Terms, you must not access or use the Site or any services offered by Swackygee.

These Terms constitute a legally binding agreement between you, whether as an individual or on behalf of an entity, and Swackygee. By using the Site, you represent that you have the legal capacity to enter into these Terms. If you are using the Site on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

2. Definitions

For the purposes of these Terms, the following definitions apply:

Site means the website operated by Swackygee at www.swackygee.buzz, including all subdomains, pages, content, and functionality.

Services means all computer integrated systems design, consulting, engineering, architecture, development, deployment, and related professional services offered by Swackygee, whether provided remotely or on-site.

Client means any individual, company, organization, or other entity that accesses the Site, engages Swackygee for Services, or otherwise interacts with Swackygee.

Content means all text, graphics, images, software, data, documentation, designs, specifications, algorithms, code, and other materials provided by Swackygee through the Site or in connection with the Services.

Confidential Information means any non-public information disclosed by one party to the other in connection with the Services, including but not limited to technical data, business plans, customer information, financial information, trade secrets, and proprietary methodologies.

3. Services Description

Swackygee provides computer integrated systems design and related services, including systems architecture design, cloud infrastructure engineering, embedded systems development, network design and security, data pipeline and analytics engineering, and digital transformation consulting. Detailed descriptions of our Services are available on the Site and in individual service agreements executed between Swackygee and its Clients.

Each engagement for Services is governed by a separate service agreement, statement of work, or purchase order that incorporates these Terms by reference. In the event of a conflict between these Terms and a specific service agreement, the service agreement will control with respect to the specific Services covered by that agreement.

4. Intellectual Property Rights

All Content provided on the Site, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, and software, is the property of Swackygee or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws.

Subject to your compliance with these Terms, Swackygee grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your internal business purposes. You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any Content from the Site without the prior written consent of Swackygee.

For custom deliverables created specifically for a Client as part of a paid Services engagement, ownership and licensing terms are specified in the applicable service agreement. Unless otherwise agreed in writing, Swackygee retains all rights, title, and interest in and to any pre-existing materials, tools, methodologies, and standard frameworks used in providing the Services, as well as any generalized improvements or enhancements developed during the course of providing Services that are not specific to a particular Client.

5. Client Obligations

As a condition of using the Site and engaging Swackygee Services, you agree to:

Provide accurate, current, and complete information when requested, including during the onboarding process and throughout the duration of any engagement. You are responsible for maintaining the confidentiality of any account credentials, access keys, or authentication tokens provided to you.

Not use the Site or Services for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation. You agree not to transmit any viruses, malware, or other harmful code through the Site or during the course of any engagement.

Cooperate reasonably with Swackygee in the performance of Services, including providing timely access to necessary personnel, systems, facilities, and information. Delays caused by your failure to meet these obligations may result in adjusted timelines and additional charges.

6. Fees and Payment

Fees for Services are as set forth in the applicable service agreement, statement of work, or invoice. Unless otherwise agreed in writing, all fees are due within thirty days of the invoice date. Late payments may incur interest at the rate of one and one-half percent per month or the maximum rate permitted by applicable law, whichever is less.

All fees are stated in United States dollars and are exclusive of any taxes, duties, or similar governmental assessments. You are responsible for paying all taxes, including sales, use, value-added, and withholding taxes, associated with your use of the Site or receipt of Services, excluding taxes based on Swackygee net income.

Swackygee reserves the right to modify its fee schedules upon thirty days written notice to Clients with ongoing engagements. If you do not agree to any fee modification, you may terminate the affected service agreement in accordance with its termination provisions.

7. Confidentiality

Each party agrees to maintain the confidentiality of the other partys Confidential Information and to use such information only for the purposes of performing or receiving the Services as applicable. Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was known to the receiving party prior to disclosure, is independently developed by the receiving party, or is rightfully obtained from a third party.

Each party shall protect the other partys Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination of an engagement, each party shall return or destroy the other partys Confidential Information upon request, subject to reasonable retention for legal or archival purposes.

8. Limitation of Liability

To the maximum extent permitted by applicable law, Swackygee and its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or cost of procurement of substitute services, arising out of or in connection with these Terms, the Site, or the Services, whether based on warranty, contract, tort including negligence, strict liability, or any other legal theory, even if Swackygee has been advised of the possibility of such damages.

Swackygee total cumulative liability for any claims arising out of or related to these Terms, the Site, or the Services shall not exceed the total fees paid by you to Swackygee in the twelve-month period preceding the event giving rise to the claim. This limitation of liability is a fundamental element of the bargain between the parties and the fees reflect the allocation of risk inherent in this agreement.

9. Disclaimer of Warranties

The Site and Services are provided on an as is and as available basis without any warranties of any kind, whether express or implied. Swackygee expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and warranties arising from course of dealing or usage of trade.

Swackygee does not warrant that the Site will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that the Site or the servers that make it available are free of viruses or other harmful components. Swackygee does not make any representation regarding the reliability, accuracy, completeness, or usefulness of the Content on the Site.

10. Indemnification

You agree to indemnify, defend, and hold harmless Swackygee, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys fees, arising out of or in connection with your use of the Site, your violation of these Terms, your violation of any rights of any third party, or your failure to comply with applicable laws and regulations.

Swackygee reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Swackygee in asserting any available defenses.

11. Termination

These Terms remain in effect until terminated by either party. You may terminate these Terms at any time by discontinuing use of the Site. Swackygee may terminate or suspend your access to the Site at any time, without prior notice or liability, for any reason, including if you breach these Terms.

For Services provided under a separate service agreement, termination is governed by the provisions of that agreement. Upon termination of a service agreement, you shall pay all fees and expenses due through the effective date of termination, and both parties shall return or destroy the other partys Confidential Information in accordance with Section 7 of these Terms.

Sections 4, 7, 8, 9, 10, 13, 14, and 15 of these Terms shall survive any termination or expiration of these Terms or any service agreement between the parties.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms or any service agreement if such delay or failure is caused by events beyond the partys reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government action, pandemic, epidemic, labor disputes, supply chain disruptions, internet service provider failures, or utility outages.

The affected party shall provide prompt written notice of the force majeure event and shall use reasonable efforts to mitigate its effects and resume performance as soon as practicable. If a force majeure event continues for more than thirty consecutive days, either party may terminate the affected service agreement without further liability, except for fees and expenses accrued prior to the force majeure event.

13. Governing Law and Dispute Resolution

These Terms and any disputes arising out of or relating to these Terms, the Site, or the Services shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Any dispute arising from these Terms shall first be resolved through good-faith negotiations between the parties. If the dispute cannot be resolved within thirty days of written notice from one party to the other, the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Salt Lake City, Utah, and judgment upon the arbitration award may be entered in any court having jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

14. Entire Agreement

These Terms, together with any service agreements, statements of work, and other documents incorporated by reference, constitute the entire agreement between you and Swackygee regarding your use of the Site and the Services and supersede all prior and contemporaneous communications, proposals, and agreements, whether oral or written.

No modification of these Terms shall be effective unless in writing and signed by an authorized representative of Swackygee. Swackygee may update these Terms from time to time by posting the updated version on the Site. Your continued use of the Site after the effective date of any update constitutes your acceptance of the modified Terms.

15. Contact Information

If you have any questions, concerns, or requests regarding these Terms, please contact us: