1. Acceptance of Terms
By accessing or using the website located at https://www.adscal.shop (the "Site") or engaging any services provided by AD Santos Factory LLC ("Company," "we," "us," or "our"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("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 the Site and our Services. These Terms apply to all visitors, users, clients, and others who access or use the Site or Services.
2. Description of Services
AD Santos Factory LLC provides professional technology services in the field of computer systems design and related services, including but not limited to:
- Computer systems architecture design and engineering
- Computer integrated systems design and implementation
- Information technology consulting and advisory services
- Cloud infrastructure design, migration, and management
- Cybersecurity assessment, design, and compliance services
- Data engineering, analytics, and business intelligence platforms
- Network engineering and infrastructure solutions
- Managed IT services and technical support
- Software and application development services
The specific scope, deliverables, timelines, and fees for professional services are defined in individual Statements of Work ("SOW") or Service Agreements executed between the Company and the client. In the event of a conflict between these Terms and a signed Service Agreement, the Service Agreement shall prevail.
3. Eligibility
To use our Site or engage our Services, you must:
- Be at least 18 years of age or the age of majority in your jurisdiction
- Have the legal authority and capacity to enter into binding contracts
- Not be barred from receiving services under applicable law
- If acting on behalf of an organization, have authority to bind that organization to these Terms
4. Use of the Website
You agree to use the Site only for lawful purposes and in a manner that does not infringe the rights of others or restrict or inhibit their use and enjoyment of the Site. Prohibited uses include:
- Using the Site in any way that violates applicable local, state, national, or international laws or regulations
- Transmitting unsolicited commercial communications (spam)
- Attempting to gain unauthorized access to any part of the Site or its related systems or networks
- Introducing viruses, trojans, worms, or other malicious code
- Scraping, harvesting, or extracting data from the Site without prior written permission
- Impersonating any person or entity or misrepresenting your affiliation with any person or entity
- Using the Site to transmit any content that is defamatory, obscene, offensive, or harmful
- Interfering with the proper working of the Site
5. Intellectual Property
The Site and its entire contents, features, and functionality — including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, and software — are the exclusive property of AD Santos Factory LLC or its content suppliers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.
You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Site solely for your personal, non-commercial use or for evaluating our Services. You may not:
- Reproduce, distribute, modify, or create derivative works of any Site content without prior written consent
- Use the Company's trademarks, service marks, or logos without prior written authorization
- Remove any copyright, trademark, or other proprietary notices
- Use automated tools to access, index, or copy Site content
Work product created specifically for a client under a signed Service Agreement is governed by the intellectual property provisions within that agreement.
6. Confidentiality
In the course of engaging our Services, both parties may exchange confidential and proprietary information. Each party agrees to:
- Hold confidential information in strict confidence using at least the same degree of care it uses to protect its own confidential information
- Not disclose confidential information to third parties without prior written consent
- Use confidential information solely for the purposes of the engagement
- Return or destroy confidential information upon request or termination of services
Formal confidentiality and non-disclosure agreements may be executed separately as part of the client engagement process.
7. Payment Terms
For clients engaging paid professional services:
- All fees, payment schedules, and billing terms are specified in the applicable Statement of Work or Service Agreement
- Invoices are due within thirty (30) days of issuance unless otherwise agreed in writing
- Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law
- The Company reserves the right to suspend services for accounts with outstanding balances beyond 30 days
- All fees are non-refundable except as expressly stated in the applicable Service Agreement
- Taxes, duties, and similar charges are the responsibility of the client unless otherwise stated
8. Warranties and Representations
AD Santos Factory LLC represents and warrants that:
- It has the legal authority to enter into agreements and provide the described Services
- Services will be performed in a professional and workmanlike manner consistent with industry standards
- It will maintain appropriate licenses and certifications required to perform the Services
You represent and warrant that:
- You have the authority to enter into these Terms and any applicable Service Agreement
- All information you provide to us is accurate, complete, and current
- Your use of our Services will comply with all applicable laws and regulations
9. Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED IN A SIGNED SERVICE AGREEMENT, THE SITE AND 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, NON-INFRINGEMENT, AND COURSE OF PERFORMANCE.
AD SANTOS FACTORY LLC DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION ON THE SITE.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AD SANTOS FACTORY LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:
- Your access to or use of (or inability to access or use) the Site or Services
- Any conduct or content of any third party on or through the Site
- Unauthorized access to or alteration of your data or transmissions
- Any other matter relating to the Site or Services
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THESE TERMS OR YOUR USE OF THE SITE EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).
11. Indemnification
You agree to defend, indemnify, and hold harmless AD Santos Factory LLC and its officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:
- Your violation of these Terms
- Your use of the Site or Services in a manner not permitted by these Terms
- Your violation of any third-party rights, including intellectual property or privacy rights
- Any content you submit, post, or transmit through the Site
12. Third-Party Links and Services
The Site may contain links to third-party websites, services, or resources that are not owned or controlled by AD Santos Factory LLC. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party sites. We do not endorse or make any representations about third-party websites. We strongly advise you to read the terms and privacy policy of any third-party site you visit.
13. Termination
We reserve the right to terminate or suspend your access to the Site or Services at our sole discretion, without notice, for any reason, including if we believe you have violated these Terms. Upon termination:
- All licenses granted herein will immediately terminate
- You must cease all use of the Site
- Provisions that by their nature should survive termination will continue in effect, including intellectual property, disclaimers, indemnification, and limitations of liability
Termination of professional service engagements is governed by the applicable Service Agreement.
14. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.
Any dispute arising out of or relating to these Terms or your use of the Site shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within 30 days, it shall be submitted to binding arbitration in Sheridan County, Wyoming, in accordance with the rules of the American Arbitration Association.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.
15. Force Majeure
AD Santos Factory LLC shall not be liable for any failure or delay in performance of its obligations resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, government actions, labor disputes, power failures, or internet or telecommunications disruptions.
16. Modifications to Terms
We reserve the right to modify these Terms at any time. Changes will be effective upon posting to the Site with an updated "Last Updated" date. Your continued use of the Site or Services after any changes constitutes your acceptance of the modified Terms. We encourage you to review these Terms periodically. For material changes, we may also provide additional notice such as an email notification.
17. Severability
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
18. Entire Agreement
These Terms, together with our Privacy Policy and any applicable signed Service Agreement, constitute the entire agreement between you and AD Santos Factory LLC with respect to the subject matter herein and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, whether oral or written.
19. Waiver
No waiver by AD Santos Factory LLC 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. Any failure to exercise a right or remedy shall not constitute a waiver of such right or remedy.
20. Contact Information
If you have any questions about these Terms of Service, please contact us:
- Company: AD Santos Factory LLC
- Address: 30 N Gould St, Suite R, Sheridan, WY 82801, United States
- Email: support@adscal.shop
- Phone: +1 (229) 629-7606
- Website: https://www.adscal.shop