1. Acceptance of Terms
Welcome to ACODEI SOFTWARE, LLC. By accessing or using our website located at https://www.acodeisoft.buzz, by engaging our computer systems design and related professional services, or by otherwise interacting with our company in any manner that is governed by these Terms of Service (the Terms), you acknowledge that you have read, understood, and agree to be legally bound by all of the provisions set forth herein. These Terms constitute a binding legal agreement between you, whether personally or on behalf of an entity you represent (you or your), and ACODEI SOFTWARE, LLC, a United States limited liability company with its principal place of business at 1246 Cassidy Cir, Bountiful, UT 84010-2205 (the Company, we, us, or our).
If you do not agree with any provision of these Terms, you must immediately discontinue use of our website and must not engage our services. Your continued use of the website or any of our services following the posting of any changes to these Terms constitutes your acceptance of those changes. We recommend that you print or save a copy of these Terms for your records and that you review them periodically to stay informed of any updates or modifications.
By using our website, you represent and warrant that you are at least 18 years of age and that you have the legal capacity and authority to enter into a binding agreement on your own behalf or on behalf of the entity you represent. If you are using the website on behalf of an organization, you further represent and warrant that you have the authority to bind that organization to these Terms.
2. Description of Services
ACODEI SOFTWARE, LLC provides professional services in the field of computer systems design and related services, operating within the Professional, Scientific, and Technical Services sector. Our services encompass but are not limited to systems architecture consulting, computer integrated systems design, custom software development, cloud infrastructure planning and migration, cybersecurity integration, data engineering and analytics, and ongoing technical support and maintenance for the systems we design and deploy. A detailed description of our current service offerings is available on our website and may be updated from time to time as we expand or refine our capabilities.
All services are provided subject to the terms of a separate written agreement, statement of work, proposal, or service order executed between you and the Company (collectively, a Services Agreement). In the event of any conflict or inconsistency between these Terms and a Services Agreement, the terms of the Services Agreement shall prevail with respect to the specific services covered by that agreement. These Terms govern your general use of our website and your overall relationship with us, while individual engagements are further defined by their respective project documentation.
We reserve the right to modify, suspend, or discontinue any aspect of our services at any time without prior notice, provided that such changes shall not affect services already in progress under an active Services Agreement unless mutually agreed upon by both parties in writing. We also reserve the right to decline to provide services to any individual or entity at our sole discretion, subject to applicable law.
3. Account Registration
Certain features of our website or services may require you to create an account or provide registration information. When you create an account, you agree to provide accurate, current, and complete information about yourself or your organization as prompted by the registration form, and to maintain and promptly update your account information to keep it accurate, current, and complete. You acknowledge that providing false, misleading, or incomplete information may result in the suspension or termination of your account and your access to our services.
You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password, and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to protect your account credentials or from unauthorized access to your account. We reserve the right to disable any user account at any time if, in our reasonable opinion, you have failed to comply with any provision of these Terms.
You may not use as a username the name of another person or entity that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity without appropriate authorization, or a name that is offensive, vulgar, or obscene. We reserve the right to refuse registration of or to cancel any username at our sole discretion.
4. User Responsibilities
As a user of our website and services, you agree to comply with all applicable local, state, national, and international laws, regulations, and ordinances in connection with your use of our website and services. You are responsible for ensuring that your use does not violate any applicable laws or regulations, including but not limited to those governing data protection, intellectual property, export controls, and electronic communications. You further agree to cooperate fully with us in any investigation related to your use of our services.
You are responsible for obtaining and maintaining all equipment, software, and internet connectivity necessary to access and use our website and services. You acknowledge that the operation and availability of the systems and networks you use to access our website may affect the performance and availability of our services, and we are not responsible for any failures or limitations of such third party systems and networks. You are also responsible for maintaining appropriate security measures for your own systems and data, including regular backups and anti-malware protection.
If you provide us with access to your systems, data, or infrastructure in the course of a services engagement, you represent and warrant that you have the right to grant such access and that doing so does not violate any third party rights or applicable laws. You agree to indemnify and hold us harmless from any claims arising from your failure to obtain necessary permissions or authorizations for such access.
5. Intellectual Property
All content, features, and functionality available on our website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the design, selection, and arrangement thereof, is owned by ACODEI SOFTWARE, LLC, its licensors, or other providers of such material and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The ACODEI SOFTWARE, LLC name, the ACodeiSoft developer name, our logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates.
You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our website for your personal or internal business purposes, subject to your compliance with these Terms. This license does not include any right to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our website, except as incidentally and necessarily occurs through ordinary web browsing or as expressly permitted in writing by us.
With respect to custom software, systems designs, documentation, and other deliverables created specifically for you under a Services Agreement, ownership and license rights shall be governed by the terms of that Services Agreement. Unless otherwise agreed in writing, we retain all rights, title, and interest in and to our pre-existing intellectual property, tools, methodologies, frameworks, and know-how used in the performance of our services, and we grant you a perpetual, royalty-free license to use any deliverables created for you solely for your internal business purposes.
6. User Generated Content
Our website may allow you to submit, upload, post, or transmit content, including but not limited to messages sent through contact forms, project requirements, technical specifications, feedback, suggestions, and other materials (collectively, User Content). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, and display such User Content solely for the purpose of providing our services to you, improving our services, and responding to your inquiries.
You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to submit the User Content and to grant the license described above. You further represent and warrant that your User Content does not infringe upon, misappropriate, or violate any third party intellectual property rights, privacy rights, publicity rights, or other proprietary rights, and that it does not contain any material that is unlawful, defamatory, obscene, or otherwise objectionable.
We do not endorse any User Content and expressly disclaim any and all liability in connection with User Content. We reserve the right, but have no obligation, to monitor, review, edit, or remove any User Content at our sole discretion, without notice to you, if we determine that such content violates these Terms or is otherwise harmful to us, our users, or third parties.
7. Prohibited Conduct
In connection with your use of our website and services, you agree not to engage in any of the following prohibited activities: using the website or services for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation; attempting to interfere with, disrupt, or overload the proper working of the website or services, including through the use of viruses, malware, denial-of-service attacks, or any other harmful code; attempting to gain unauthorized access to any portion of the website, our servers, systems, or networks, or the accounts or data of other users; and using any robot, spider, scraper, or other automated means to access the website for any purpose without our express written permission.
Additional prohibited activities include impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity; collecting, harvesting, or storing personal data about other users without their express consent; uploading or transmitting any material that is defamatory, obscene, pornographic, threatening, abusive, or hateful; engaging in any activity that infringes upon or violates the intellectual property rights, privacy rights, or other rights of any third party; and using the website or services to send unsolicited commercial communications, spam, or chain letters.
We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates these prohibited conduct provisions. This may include, without limitation, reporting such conduct to law enforcement authorities, terminating your access to the website and services, and pursuing civil or criminal remedies. Nothing in this section limits our right to cooperate with law enforcement or regulatory authorities in the investigation of suspected illegal activity.
8. Service Availability and Modifications
We strive to maintain the availability and reliability of our website and services, but we do not guarantee that the website will be available at all times or that it will operate without interruption, delay, or error. We may need to perform maintenance, updates, or upgrades to our systems from time to time, which may result in temporary periods of unavailability. We will make reasonable efforts to schedule such maintenance during off-peak hours and to provide advance notice where feasible, but we cannot guarantee that notice will be provided in all circumstances.
We reserve the right to modify, update, or discontinue, temporarily or permanently, the website or any service offering, with or without notice, at any time and for any reason. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the website or any service. In the event that we discontinue a service for which you have an active Services Agreement, the terms of that agreement shall govern any refund or transition obligations.
We may also update the content on our website periodically, but we do not warrant that the information provided on the website is complete, accurate, or current at all times. The material on our website is provided for general informational purposes only and should not be relied upon as the sole basis for making business, legal, or technical decisions without consulting primary, more accurate, more complete, or more timely sources of information.
9. Fees and Payment
Certain services offered by ACODEI SOFTWARE, LLC are provided on a fee basis. The fees for our services, along with the payment terms and schedule, will be set forth in the applicable Services Agreement, statement of work, or invoice. All fees are denominated in United States Dollars unless otherwise specified in writing. You agree to pay all fees in accordance with the payment terms set forth in the applicable agreement, and you acknowledge that failure to make timely payments may result in the suspension or termination of services and the application of late payment charges as specified in the Services Agreement.
Unless otherwise stated, all fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments of any nature, including value-added tax, sales tax, use tax, and withholding tax. You are responsible for paying all such taxes associated with your purchase of services, excluding taxes based on our net income or property. If we are required to collect or remit any taxes on your behalf, the amount of such taxes will be added to your invoice and you agree to pay them unless you provide us with a valid tax exemption certificate.
All payments must be made through the payment methods specified in the Services Agreement. We may use third party payment processors to facilitate payment transactions, and by submitting your payment information, you agree to the terms and conditions of such payment processors. We are not responsible for any errors, fees, or issues arising from the use of third party payment processing services.
10. Termination of Access
We reserve the right to terminate or suspend your access to our website and services, in whole or in part, at any time, without prior notice or liability, for any reason whatsoever, including without limitation if you breach any provision of these Terms or any applicable Services Agreement. Upon termination, your right to use the website and services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.
You may terminate your relationship with us at any time by ceasing all use of our website and, with respect to ongoing services, by providing written notice of termination in accordance with the termination provisions of your Services Agreement. Early termination of a Services Agreement may be subject to fees or costs as specified in that agreement. Upon termination, you remain responsible for all fees and charges incurred prior to the effective date of termination.
Upon termination or suspension, we may, but are not obligated to, delete or archive your account information and User Content. We shall not be liable for any loss or damage resulting from the termination of your access to the website or services. If you wish to retrieve your data following termination, you must make such request within 30 days of termination, and we will use reasonable efforts to provide you with an export of your data in a standard format, subject to any legal or contractual restrictions.
11. Disclaimer of Warranties
Your use of our website and services is at your sole risk. The website and all services are provided on an AS IS and AS AVAILABLE basis, without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, course of performance, or usage of trade. We do not warrant that the website or services will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, complete, or free of viruses or other harmful components.
We make no representations or warranties regarding the accuracy, completeness, or reliability of any information, content, or materials provided on or through our website. Any reliance you place on such information is strictly at your own risk. We expressly disclaim any liability for errors or omissions in the content and materials on our website. We also make no warranty that defects or errors in the website or services will be corrected, or that the servers that make the website available are free of viruses or other harmful components.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations may not apply to you to the extent prohibited by applicable law. In such jurisdictions, our warranties and liability shall be limited to the fullest extent permitted by law.
12. Limitation of Liability
To the fullest extent permitted by applicable law, in no event shall ACODEI SOFTWARE, LLC, its affiliates, officers, directors, employees, agents, contractors, licensors, or suppliers be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation damages for loss of profits, revenue, goodwill, use, data, or other intangible losses, arising out of or in connection with your use of or inability to use the website or services, whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory, even if we have been advised of the possibility of such damages.
In no event shall our aggregate liability for all claims arising out of or relating to these Terms or your use of the website and services exceed the greater of the total amount you have paid to us in the twelve months preceding the event giving rise to the claim, or one hundred United States dollars (USD $100.00). The limitations of liability set forth in this section shall apply to the maximum extent permitted under applicable law and shall survive any termination or expiration of these Terms or your use of the website and services.
The limitations and exclusions of liability described in this section form an essential basis of the bargain between you and us, and we would not provide the website or services to you without such limitations and exclusions. You acknowledge and agree that the allocation of risk described in this section is reasonable and that you accept the responsibility for maintaining appropriate insurance coverage and implementing prudent data backup practices to mitigate the risks associated with using our website and services.
13. Indemnification
You agree to indemnify, defend, and hold harmless ACODEI SOFTWARE, LLC, its affiliates, and their respective officers, directors, employees, agents, contractors, licensors, and suppliers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys fees) arising out of or relating to your violation of these Terms, your use of the website or services, your User Content, your violation of any applicable law or regulation, your infringement of any third party rights (including intellectual property, privacy, or publicity rights), or any dispute you may have with another user of the website or services.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate fully with us in asserting any available defenses. You shall not settle any matter subject to indemnification without our prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Your indemnification obligations under this section shall survive any termination or expiration of these Terms and your use of the website and services.
This indemnification obligation applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and regardless of whether such claim arises during or after the term of your relationship with us. The indemnification provided in this section is in addition to, and not in lieu of, any other remedies that may be available to us under applicable law.
14. Governing Law and Jurisdiction
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the State of Utah, United States of America, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms or any transactions conducted under them.
Subject to the dispute resolution provisions set forth in Section 15 below, you agree that any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Davis County, Utah, and you hereby consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum or lack of personal jurisdiction. You agree that service of process may be effected by certified mail, return receipt requested, to the address you have provided to us.
Nothing in this section shall prevent us from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect our intellectual property rights, confidential information, or other proprietary interests, or to prevent imminent and irreparable harm, without the necessity of posting bond or proving actual damages.
15. Dispute Resolution
We value our relationship with our users and clients and are committed to resolving disputes in a fair and efficient manner. Before initiating any formal legal proceeding, you agree to first contact us directly to discuss the dispute and attempt to reach an informal resolution. This informal dispute resolution process requires that you send us a written notice describing the nature and basis of your claim or dispute, the specific relief you seek, and your contact information. We will respond within 30 days and make a good faith effort to resolve the matter through negotiation.
If the dispute cannot be resolved through informal negotiation within 60 days from the date of your initial notice, either party may pursue the matter through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or appointed in accordance with the AAA rules if the parties cannot agree. The arbitration shall take place in Davis County, Utah, or at another mutually agreed location, and the proceedings shall be conducted in English.
The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available under applicable law and these Terms, but shall not have the authority to award punitive damages except as may be authorized by statute. The arbitrators award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. Each party shall bear its own costs and attorneys fees, except that the arbitrator may award the prevailing party its costs and reasonable attorneys fees as permitted by applicable law. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
16. Severability
If any provision of these Terms is found by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable for any reason, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent as closely as possible. If such modification is not possible, the provision shall be severed from these Terms, and the invalidity, illegality, or unenforceability of that provision shall not affect the validity, legality, or enforceability of the remaining provisions of these Terms, which shall continue in full force and effect.
The application of such invalid, illegal, or unenforceable provision in any particular circumstance shall not affect its application in other circumstances where it would be valid, legal, and enforceable. The parties agree that any court or arbitrator interpreting these Terms shall, to the extent possible, give effect to the intentions of the parties as reflected in the invalid, illegal, or unenforceable provision through the remaining valid, legal, and enforceable provisions and through any permissible modification of the invalid provision.
No waiver of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. A waiver of any breach of these Terms shall not be construed as a waiver of any subsequent breach.
17. Entire Agreement
These Terms, together with our Privacy Policy and any applicable Services Agreement, statement of work, or other written agreement executed between you and us, constitute the entire agreement between you and ACODEI SOFTWARE, LLC regarding your use of our website and services. These Terms supersede and extinguish all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, relating to the subject matter hereof.
You acknowledge that in entering into these Terms, you have not relied on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms, the Privacy Policy, or any applicable Services Agreement. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement made prior to or contemporaneous with these Terms.
These Terms operate to the fullest extent permissible by law. If any provision contained in these Terms is found to be contrary to any applicable law, such provision shall be construed as limited to the extent necessary to bring it into compliance with the applicable law, and the remainder of these Terms shall remain in full force and effect. The headings used in these Terms are for convenience only and shall not affect the interpretation of the provisions.
18. Changes to These Terms
We reserve the right to modify, amend, or replace these Terms at any time, in our sole discretion. When we make material changes, we will provide notice by posting the updated Terms on this page and updating the Last Updated date at the top of the document. We may also, at our discretion, provide additional notice through the website or via email to users who have an active account or ongoing business relationship with us. It is your responsibility to review these Terms periodically for changes.
Your continued use of the website or services following the posting of revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must discontinue your use of the website and services and, if applicable, terminate your Services Agreement in accordance with its termination provisions. No modification to these Terms proposed by you shall be effective unless expressly agreed to in writing and signed by an authorized representative of the Company.
We maintain an archive of previous versions of these Terms for compliance and reference purposes. If you would like to review a prior version of these Terms, please contact us and we will provide you with access to the version that was in effect at the relevant time.
19. Contact Information
If you have any questions, concerns, or feedback regarding these Terms of Service, or if you need to provide notice or make a claim as described in these Terms, please contact us using the following information. We welcome your inquiries and are committed to providing prompt, helpful responses to all legitimate communications regarding our terms and conditions.
ACODEI SOFTWARE, LLC
1246 Cassidy Cir
Bountiful, UT 84010-2205
United States
Email: helpdesk@acodeisoft.buzz
Phone: +1 (507) 889-2930
Website: https://www.acodeisoft.buzz
For legal notices and formal correspondence, please use the mailing address above and send your communication via certified mail, return receipt requested, to ensure proper delivery and documentation. For general inquiries and non-legal matters, email is the preferred and most efficient method of communication. We aim to acknowledge all inquiries within three business days and to provide a substantive response within two weeks, though complex matters may require additional time for thorough review and consideration.