The rules that govern your use of our Site and services.
Welcome to the website operated by AXCENT SOURCE LLC (hereinafter referred to as we, us, our, or the Company), a limited liability company organized under the laws of the State of Utah, with its principal place of business at 782 S River Rd, St George, UT 84790-5716, United States.
These Terms of Service (hereinafter the Terms or Agreement) constitute a legally binding agreement between you (hereinafter you, your, or the User) and AXCENT SOURCE LLC governing your access to and use of our website located at https://www.axcsource.mom (hereinafter the Site) and any professional computer systems design services, consulting, engineering, or related services we provide (collectively, the Services).
By accessing, browsing, or using our Site, or by engaging our Services in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must immediately discontinue use of our Site and Services.
Important Notice: These Terms contain an arbitration clause and a class action waiver in Section 15. By agreeing to these Terms, you agree to resolve disputes through binding individual arbitration and waive your right to participate in class actions, unless you opt out as described therein.
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
You must be at least 18 years of age and have the legal capacity to enter into a binding agreement to use our Site or engage our Services. By using our Site or Services, you represent and warrant that you meet these eligibility requirements. If you are accessing the Site or engaging Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
Certain features of our Services may require you to create an account or provide registration information. You are responsible for maintaining the confidentiality of your account credentials 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 reserve the right to suspend or terminate accounts that violate these Terms.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your personal or internal business purposes. This license does not include the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content obtained from the Site without our prior written consent.
You agree not to use the Site or Services for any purpose that is unlawful or prohibited by these Terms. Without limiting the foregoing, you agree not to:
AXCENT SOURCE LLC provides professional computer systems design, consulting, software engineering, cloud solutions, data analytics, cybersecurity, and related technology services. The specific scope, deliverables, timelines, and fees for any engagement shall be set forth in a separate service agreement, statement of work, or purchase order executed by both parties.
Our Services are provided pursuant to individually negotiated service agreements. In the event of any conflict between these Terms and a specific service agreement, the terms of the service agreement shall control with respect to the Services covered by that agreement, and these Terms shall govern all other matters.
We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, including the availability of any feature, database, or Content, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of our Services.
Fees for our Services shall be as set forth in the applicable service agreement, statement of work, or purchase order. Unless otherwise specified, all fees are quoted in United States dollars (USD).
Unless otherwise agreed in writing, payment is due within 30 days of the invoice date. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until paid in full.
All fees are exclusive of taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes assessable by any jurisdiction (collectively, Taxes). You are responsible for paying all Taxes associated with your purchases, except for taxes based on our net income.
If you believe any invoice or charge is incorrect, you must contact us in writing within 15 days of the invoice date detailing the nature and basis of the dispute. Failure to dispute a charge within this period shall constitute your acceptance of the charge. The parties shall work in good faith to resolve any billing disputes promptly.
The Site and its entire contents, features, and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, images, video, audio, design, presentation, selection, and arrangement thereof, are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.
You retain ownership of any data, content, materials, or intellectual property you provide to us in connection with the Services (Client Materials). You grant us a limited, non-exclusive license to use Client Materials solely for the purpose of performing the Services for you.
Unless otherwise specified in a service agreement, upon full payment of all fees due, we assign to you all rights, title, and interest in and to the deliverables specifically created for you under the applicable service agreement. We retain all rights in our pre-existing intellectual property, tools, frameworks, methodologies, and general know-how used or developed in the course of performing the Services.
Each party agrees to protect the other Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Neither party shall disclose the other Confidential Information to any third party without the disclosing party prior written consent, except as permitted by this Agreement or required by law.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.
If either party is compelled by law, regulation, or legal process to disclose the other Confidential Information, the compelled party shall, to the extent legally permitted, provide the other party with prompt written notice of such requirement so that the other party may seek a protective order or other appropriate remedy.
Our collection, use, and disclosure of personal information is governed by our Privacy Policy, available at privacy.html. By using the Site or Services, you consent to the practices described in our Privacy Policy. Please review the Privacy Policy carefully to understand our practices regarding your personal information.
The Site may contain links to third-party websites, services, or resources that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, or services available on or through any third-party websites or services.
THE SITE AND ALL CONTENT, MATERIALS, INFORMATION, SERVICES, AND PRODUCTS AVAILABLE THROUGH THE SITE ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, THE COMPANY 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 SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
FOR SERVICES PROVIDED UNDER A SEPARATE SERVICE AGREEMENT, ANY WARRANTIES SHALL BE AS SET FORTH IN THAT AGREEMENT. TO THE EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTIES FOR SERVICES SHALL BE LIMITED TO THE DURATION SPECIFIED IN THE APPLICABLE SERVICE AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AXCENT SOURCE LLC, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:
IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).
THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify, and hold harmless AXCENT SOURCE LLC, its officers, directors, members, managers, employees, agents, contractors, licensors, and service providers from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorneys fees) arising from or related to:
This indemnification obligation shall survive the termination of these Terms and your use of the Site or Services.
These Terms shall remain in full force and effect while you use the Site or Services. For Services provided under a separate service agreement, the term shall be as specified in that agreement.
We may, in our sole discretion, suspend or terminate your access to the Site and/or Services at any time, with or without cause, and with or without notice, effective immediately. Without limiting the foregoing, we may terminate or suspend your access if we reasonably believe that you have violated or acted inconsistently with the letter or spirit of these Terms.
You may terminate your use of the Site at any time by ceasing all access to the Site. If you are a Client, termination of a service agreement shall be governed by the terms of that agreement.
Upon termination of these Terms or your access to the Site, all rights and licenses granted to you hereunder shall immediately cease. Sections that by their nature should survive termination shall survive, including but not limited to Sections 6 (Intellectual Property Rights), 7 (Confidentiality), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13.4 (Effect of Termination), 14 (Governing Law), and 15 (Dispute Resolution).
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, without giving effect to any choice or conflict of law provision or rule.
Any legal suit, action, or proceeding arising out of or related to these Terms or the Site shall be instituted exclusively in the federal courts of the United States sitting in the District of Utah or the courts of the State of Utah sitting in Washington County, Utah, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant jurisdiction.
Before filing any formal legal proceeding, you agree to first contact us at guide@axcsource.mom and attempt to resolve the dispute informally for a period of at least 60 days. If the dispute is not resolved within 60 days, either party may proceed as set forth below.
Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, that cannot be resolved through informal negotiation shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in St. George, Utah, or at another mutually agreed location. The arbitrator decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person claims and may not otherwise preside over any form of a representative or class proceeding.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
You may opt out of the arbitration and class action waiver provisions set forth in this Section 15 by sending written notice of your decision to opt out to guide@axcsource.mom within 30 days of first accepting these Terms. Your notice must include your name, address, email address, and a clear statement that you wish to opt out of the arbitration and class action waiver provisions. If you opt out, all other provisions of these Terms will continue to apply.
These Terms, together with the Privacy Policy and any service agreements executed between you and the Company, constitute the entire agreement between you and the Company regarding the use of the Site and Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter hereof.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, and these Terms shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions shall be given effect to the fullest extent permitted by law.
No waiver by the Company 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.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from any cause beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labor, or materials, or failures of telecommunications or information technology infrastructure.
Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified or registered mail, return receipt requested, postage prepaid, to the addresses set forth in this Agreement or to such other address as a party may designate by written notice.
The section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.
These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you and the Company.
We reserve the right to revise, amend, or modify these Terms at any time and for any reason, in our sole discretion. When we make material changes, we will update the Last Updated date at the top of these Terms and, where appropriate, provide additional notice through our Site. Your continued use of the Site or Services following the posting of revised Terms means that you accept and agree to the changes. We encourage you to review these Terms periodically to stay informed about the conditions governing your use of our Site and Services.
If you have any questions, concerns, or comments about these Terms of Service, please contact us at: