Terms of Service

Last Updated: January 1, 2024

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "User," or "you") and AGDS LLC ("AGDS," "Company," "we," "our," or "us"), a limited liability company with its principal place of business at 5893 E Conservation Dr, Frederick, CO 80504, United States. These Terms govern your access to and use of our website at www.gdsll.shop (the "Site") and all professional technology services provided by AGDS LLC.

1. Acceptance of Terms

By accessing or using the Site, submitting an inquiry, or entering into a service agreement with AGDS LLC, you represent that:

• You are at least 18 years of age or the legal age of majority in your jurisdiction;
• You have the legal authority to enter into binding agreements on behalf of yourself or the organization you represent;
• Your use of the Site and/or services will comply with all applicable laws and regulations;
• The information you provide is accurate, current, and complete.

If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have authority to bind that entity to these Terms. If you do not have such authority, you must not accept these Terms or use our services.

2. Description of Services

AGDS LLC is a professional technology company operating within the Computer Systems Design and Related Services sector (NAICS 5415). We provide, without limitation, the following categories of services:

• Computer integrated systems design and engineering
• Cloud infrastructure planning, migration, and management
• Cybersecurity consulting, assessment, and implementation
• Data analytics, business intelligence, and data engineering
• IT strategy, digital transformation consulting, and advisory services
• Managed IT services and technical support operations

The specific scope, deliverables, timelines, and pricing for professional engagements are defined in separate written agreements, statements of work (SOW), or service contracts executed between AGDS LLC and the client. These Terms apply to all such engagements and to use of the Site.

3. Use of the Website

3.1 Permitted Use

You may access and use the Site for lawful purposes related to learning about AGDS LLC's services, contacting us, and engaging our professional services. You agree to use the Site only in a manner consistent with these Terms and applicable law.

3.2 Prohibited Activities

You agree not to:

• Use the Site in any way that violates applicable local, state, national, or international law or regulation;
• Attempt to gain unauthorized access to the Site, its servers, or any associated systems or networks;
• Transmit any unsolicited or unauthorized advertising, promotional material, or spam;
• Use automated tools (bots, scrapers, crawlers) to access, monitor, or copy content from the Site without our express written permission;
• Introduce viruses, Trojan horses, malware, or other malicious code;
• Impersonate AGDS LLC, its employees, or any other person or entity;
• Use the Site to defame, harass, or threaten any person;
• Collect or harvest personal information of other users without consent;
• Engage in any activity that could damage, disable, or impair the Site's operation.

We reserve the right to terminate or restrict your access to the Site at any time, without notice, for any violation of these Terms.

3.3 Site Availability

We make reasonable efforts to maintain Site availability but do not guarantee that the Site will be available at all times, error-free, or free from interruptions. We reserve the right to modify, suspend, or discontinue the Site at any time without notice.

4. Service Engagements & Contracts

Professional service engagements with AGDS LLC are governed by the following:

• Proposals & Quotes: All proposals and quotes issued by AGDS LLC are valid for 30 days from the date of issuance unless otherwise stated in writing.
• Statements of Work: Specific project engagements require an executed Statement of Work (SOW) or service contract that defines scope, deliverables, acceptance criteria, timeline, and pricing.
• Change Orders: Any changes to an agreed scope must be documented in a written change order signed by authorized representatives of both parties.
• Subcontractors: AGDS LLC may engage qualified subcontractors to perform portions of the services, while retaining full responsibility for the quality of deliverables.

5. Fees, Payment & Billing

5.1 Fees

Fees for professional services are set forth in the applicable proposal, SOW, or service agreement. We offer fixed-price, time-and-materials, and retainer-based engagement models as appropriate to the project type.

5.2 Invoicing & Payment Terms

Unless otherwise specified in a written agreement:

• Invoices are issued on a schedule defined in the applicable SOW (e.g., milestone-based or monthly).
• Payment is due within 30 days of invoice date.
• Overdue invoices are subject to a late fee of 1.5% per month (or the maximum permitted by law).

5.3 Taxes

Fees are exclusive of applicable sales, use, value-added, or other taxes. Client is responsible for all applicable taxes unless AGDS LLC is required by law to collect and remit such taxes directly.

5.4 Disputed Invoices

If you dispute any portion of an invoice, you must notify us in writing within 15 days of the invoice date, specifying the amount disputed and the basis for the dispute. Undisputed amounts remain due and payable.

6. Client Responsibilities

To enable us to deliver our services effectively, clients agree to:

• Provide timely, accurate, and complete information, materials, and access to systems as reasonably required;
• Designate an authorized point of contact with decision-making authority for the engagement;
• Review and provide feedback on deliverables within agreed timelines;
• Ensure that all client-provided materials, data, and systems comply with applicable laws and do not infringe on the rights of any third party;
• Maintain adequate backups of their data and systems before and during our engagement;
• Not circumvent or disable any security features or controls we implement.

Delays caused by a client's failure to meet these responsibilities may result in revised timelines and/or additional fees.

7. Intellectual Property

7.1 AGDS LLC Intellectual Property

All content on the Site — including text, graphics, logos, icons, images, audio, software, and designs — is the exclusive property of AGDS LLC or its licensors and is protected by United States and international intellectual property laws. You may not reproduce, distribute, modify, create derivative works from, or exploit any Site content without our prior written consent.

7.2 Pre-Existing IP

Each party retains ownership of its pre-existing intellectual property. AGDS LLC retains ownership of its proprietary tools, frameworks, methodologies, templates, and know-how ("AGDS Background IP"), even where incorporated into client deliverables. AGDS grants the client a non-exclusive, non-transferable license to use such AGDS Background IP as incorporated into deliverables solely for the client's internal business purposes.

7.3 Client Deliverables

Upon full payment of all applicable fees, AGDS LLC grants the client ownership of custom work product specifically created for the client under a SOW ("Work Product"), excluding AGDS Background IP. The specific IP ownership terms for each engagement are set forth in the applicable SOW.

7.4 Feedback

If you provide suggestions, ideas, or feedback regarding our services ("Feedback"), you grant AGDS LLC a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose without obligation or compensation to you.

8. Confidentiality

Both parties may have access to confidential information of the other party in connection with a service engagement. Each party agrees to:

• Hold the other party's Confidential Information in strict confidence;
• Use Confidential Information only to perform obligations under the applicable agreement;
• Disclose Confidential Information only to employees or contractors who have a legitimate need to know and are bound by confidentiality obligations no less protective than those set forth herein;
• Promptly notify the other party of any unauthorized disclosure or use of Confidential Information.

Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's information.

Specific confidentiality terms for professional engagements may be set forth in a separate Non-Disclosure Agreement (NDA) or in the applicable SOW.

9. Warranties & Disclaimers

9.1 Our Limited Warranty

AGDS LLC warrants that professional services will be performed in a workmanlike manner consistent with generally accepted industry standards. For any breach of this warranty, our sole obligation is to re-perform the non-conforming services at no additional charge within a reasonable period, provided you notify us in writing within 30 days of delivery of the non-conforming services.

9.2 Website Disclaimer

THE SITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGDS LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components. The content on the Site is for general informational purposes only and should not be relied upon as professional advice.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT WILL AGDS LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, OR OUR SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER AGDS LLC WAS ADVISED OF THEIR POSSIBILITY.
• AGDS LLC'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO A SPECIFIC SERVICE ENGAGEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO AGDS LLC UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless AGDS LLC and its members, officers, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms or any applicable service agreement;
• Your use of the Site or our services in violation of applicable law;
• Your infringement of any third-party rights, including intellectual property rights;
• Any content or data you provide to AGDS LLC in connection with our services.

12. Term & Termination

12.1 Website Access

These Terms apply for as long as you access or use the Site. We may terminate or suspend your access to the Site at any time, with or without cause, with or without notice.

12.2 Service Agreements

The term of professional service engagements is specified in the applicable SOW. Either party may terminate an engagement for material breach upon 30 days' written notice if the breach is not cured within the notice period. Either party may terminate immediately upon written notice if the other party becomes insolvent or commences bankruptcy proceedings.

12.3 Effect of Termination

Upon termination of any service engagement: (a) all outstanding fees for services rendered become immediately due and payable; (b) each party will return or destroy the other's Confidential Information; (c) provisions that by their nature should survive (including intellectual property, indemnification, limitation of liability, and governing law) will survive termination.

13. Dispute Resolution & Governing Law

13.1 Governing Law

These Terms and any disputes arising out of or related to them or our services will 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.

13.2 Informal Resolution

Before initiating formal dispute proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days following written notice of the dispute.

13.3 Arbitration

If the parties are unable to resolve a dispute through informal negotiation, any dispute, claim, or controversy arising out of or relating to these Terms or our services will be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration will be conducted in Weld County, Colorado. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.4 Class Action Waiver

YOU AGREE THAT ANY CLAIMS AGAINST AGDS LLC MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

13.5 Exceptions

Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights or Confidential Information pending the resolution of arbitration.

14. General Provisions

• Entire Agreement: These Terms, together with any applicable SOW or service agreement, constitute the entire agreement between you and AGDS LLC regarding their subject matter and supersede all prior agreements, representations, and understandings.
• Amendments: We may update these Terms from time to time. Material changes will be communicated via the Site or by email. Continued use of the Site or our services after changes become effective constitutes acceptance.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision.
• Force Majeure: Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, government actions, labor disputes, or widespread internet disruptions.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. AGDS LLC may assign its rights and obligations without restriction.
• Notices: Legal notices to AGDS LLC must be sent in writing to the address below. We may send notices to you via the email address you have provided.
• No Third-Party Beneficiaries: These Terms do not create any rights in or obligations to third parties.

15. Contact Information

For questions about these Terms of Service, please contact us:

By using our Site or engaging our services, you acknowledge that you have read, understood, and agreed to these Terms of Service.