Effective Date: January 1, 2024
Last Updated: January 1, 2024
Welcome to ELITE SMART TOIWD LLC ("we," "our," "us"). By accessing our website at https://www.elitesm.shop (the "Website") or using our services, you agree to be bound by these Terms of Service ("Terms"). Please read these Terms carefully before using our Website or services.
If you do not agree with these Terms in their entirety, you may not access or use the Website or our services. Your continued use of the Website or services following any changes to these Terms constitutes your acceptance of the updated Terms.
By accessing or using our Website or services, you acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms constitute a legally binding agreement between you and ELITE SMART TOIWD LLC.
If you are accessing or using our Website or services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In such case, "you" and "your" will refer to that entity.
ELITE SMART TOIWD LLC provides professional computer systems design and related services, including but not limited to:
Specific services are provided under separate written agreements or proposals that may contain terms and conditions specific to those services. In the event of a conflict between such agreements and these Terms, the specific service agreement shall govern to the extent of the conflict.
You agree to use our Website only for lawful purposes and in accordance with these Terms. You agree not to:
We reserve the right to terminate your access to the Website if we determine, in our sole discretion, that you have violated these Terms or engaged in any prohibited activities.
Certain areas of the Website may require you to register for an account. When creating an account, you agree to:
You are responsible for maintaining the confidentiality of your account and for all activities that occur under your account. We are not liable for any loss or damage arising from your failure to comply with these obligations.
All content on the Website, including but not limited to text, graphics, logos, images, software, code, designs, and other materials (collectively, "Content"), is owned by ELITE SMART TOIWD LLC or its licensors and is protected by copyright, trademark, and other intellectual property laws.
You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of our Content, except as expressly authorized by us or as permitted by applicable law.
If you submit any content, information, data, or materials to us through the Website or in connection with our services ("Your Content"), you grant us a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, distribute, and display Your Content for the purposes of providing our services to you and operating our business.
You represent and warrant that you own or have all necessary rights, licenses, consents, and permissions to submit Your Content and that Your Content does not infringe upon the intellectual property rights of any third party.
The ELITE SMART TOIWD LLC name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of ELITE SMART TOIWD LLC. You may not use our trademarks in any manner that could suggest our endorsement, sponsorship, or affiliation without our prior written consent.
Engagement for specific services is typically governed by separate written agreements, proposals, or statements of work ("Service Agreements"). These Service Agreements will detail:
To the extent any provision in a Service Agreement conflicts with these Terms, the Service Agreement shall control with respect to that specific service engagement.
Our fees for services will be specified in the applicable Service Agreement or proposal. Unless otherwise stated:
All fees are non-refundable unless otherwise specified in a Service Agreement or required by applicable law.
In connection with our services, you agree to:
Both parties agree to maintain the confidentiality of all non-public information disclosed by the other party during the course of our relationship, including but not limited to:
Confidential information may be disclosed to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations. Confidential information shall remain protected for a period of three (3) years after disclosure, except for trade secrets which shall remain protected indefinitely.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.
You may terminate a Service Agreement by providing written notice to us. You will be responsible for payment for all services performed and expenses incurred up to the effective date of termination, as well as any cancellation fees specified in the Service Agreement.
We may terminate a Service Agreement or suspend services immediately if:
Upon termination, we will provide you with any deliverables completed and paid for as of the termination date. All outstanding fees will become immediately due and payable. Confidentiality obligations and provisions that by their nature should survive termination will continue in effect.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ELITE SMART TOIWD LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS, DAMAGES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE AMOUNT OF FEES YOU PAID TO US UNDER THE APPLICABLE SERVICE AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT FULLY APPLY TO YOU.
You agree to indemnify, defend, and hold harmless ELITE SMART TOIWD LLC, its officers, directors, employees, contractors, agents, licensors, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorneys' fees) arising from:
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
If you have any dispute, claim, or controversy arising out of or relating to these Terms or the services, you agree to first attempt to resolve the dispute informally by contacting us at legal@elitesm.shop. We will attempt to resolve the dispute in good faith within 30 days of your notice.
If the dispute cannot be resolved informally, you and ELITE SMART TOIWD LLC agree that any dispute, claim, or controversy arising out of or relating to these Terms or the services shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Albany, Georgia, and the arbitrator's decision shall be final and binding.
YOU AND ELITE SMART TOIWD LLC 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 OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND ELITE SMART TOIWD LLC AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT AWARD CONSOLIDATIONS, CLASS ACTIONS, OR REPRESENTATIVE PROCEEDINGS, AND MAY NOT AWARD RELIEF TO, OR MAKE RELIEF BINDING ON, ANY PERSONS OR ENTITIES OTHER THAN THE PARTIES TO THE ARBITRATION.
These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, United States, without regard to its conflict of law provisions. Any action or proceeding related to these Terms or the services shall be brought exclusively in the federal or state courts located in Albany, Georgia, and you hereby consent to the personal jurisdiction and venue thereof.
THE WEBSITE 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, TITLE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE WEBSITE OR SERVICES WILL FUNCTION UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR THAT THE WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
ELITE SMART TOIWD LLC shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, war, strikes, labor disputes, riots, civil commotion, governmental actions, natural disasters, or other causes beyond our control.
If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining Terms shall continue in full force and effect.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of ELITE SMART TOIWD LLC.
These Terms, together with any applicable Service Agreements, constitute the entire agreement between you and ELITE SMART TOIWD LLC regarding the Website and services and supersede all prior agreements, understandings, and communications between the parties.
We reserve the right to modify these Terms at any time. All changes are effective immediately when we post them. Your continued use of the Website or services following the posting of revised Terms means that you accept and agree to the changes.
We will notify you of material changes by posting a notice on the Website or by sending you an email notification. You are responsible for regularly reviewing these Terms to stay informed of any changes.
If you have any questions, concerns, or requests regarding these Terms of Service, please contact us at:
ELITE SMART TOIWD LLC
Address: 2621 Crofton Dr, Albany, GA 31721, United States
Email: legal@elitesm.shop
Phone: +1 (572) 999-5031
For general inquiries: support@elitesm.shop
For privacy-related matters: privacy@elitesm.shop