The terms and conditions governing access to and use of our website and services.
By accessing or using the website at https://www.electronicsy.shop ("Site") operated by Electronic Systems Consultants LLC ("we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not access or use our Site or services.
These Terms constitute a legally binding agreement between you ("User" or "Client") and Electronic Systems Consultants LLC. By using our Site, you represent that you are at least 18 years of age and have the legal capacity to enter into these Terms.
For the purposes of these Terms, the following definitions apply:
Electronic Systems Consultants LLC provides professional computer systems design and related services, including but not limited to:
Specific services, deliverables, timelines, and fees will be detailed in separate Service Agreements or Statements of Work ("SOW") entered into between the Client and Electronic Systems Consultants LLC. In the event of any conflict between these Terms and a specific SOW, the SOW shall govern with respect to that particular engagement.
Your use of our Site is subject to the following conditions:
All content, materials, and intellectual property displayed on our Site, including but not limited to text, graphics, logos, icons, images, audio clips, software, and documentation, are owned by or licensed to Electronic Systems Consultants LLC and are protected by applicable intellectual property laws.
We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Site and its content for your personal, non-commercial purposes or for legitimate business inquiries related to our services. You may not:
Upon full payment for services, and subject to the terms of the applicable SOW, intellectual property rights in deliverables specifically created for a Client shall be transferred to the Client as specified in the governing SOW. We retain the right to use general methodologies, tools, and knowledge gained during the provision of services.
As a User of our Site or Client of our services, you agree to:
Engagement of our professional services shall be governed by a separate Service Agreement or Statement of Work (SOW) executed by both parties. Each SOW shall specify:
In the absence of a separate SOW, these Terms shall govern any services provided by us to the fullest extent permitted by law.
Fees for services shall be as set forth in the applicable SOW or as otherwise agreed in writing. Payment terms include:
Both parties agree to maintain the confidentiality of any Confidential Information disclosed during the course of our business relationship. Neither party shall disclose Confidential Information to third parties without the disclosing party's prior written consent, except as required by law or for the performance of services under a SOW.
Confidential Information does not include information that:
This confidentiality obligation shall survive the termination of these Terms and any SOW for a period of five (5) years.
To the maximum extent permitted by applicable law:
Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you.
You agree to indemnify, defend, and hold harmless Electronic Systems Consultants LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
We reserve the right to terminate or suspend your access to our Site and services at any time, without prior notice, for any reason, including but not limited to:
Upon termination, your right to use the Site and services will immediately cease. Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 5 (Intellectual Property), 9 (Confidentiality), 10 (Limitation of Liability), and 11 (Indemnification).
These Terms and any disputes arising out of or related to your use of our Site or services shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Any dispute, controversy, or claim arising out of or relating to these Terms or the breach thereof shall be resolved as follows:
Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiations. The party asserting a claim shall provide written notice describing the dispute, and the parties shall meet within thirty (30) days to attempt resolution.
If the dispute cannot be resolved informally within thirty (30) days, either party may submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be conducted in Columbus, Ohio, unless otherwise agreed by the parties.
All disputes must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.
Your use of our Site is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our practices regarding the collection, use, and disclosure of your personal information.
Our Site may contain links to third-party websites or resources. We provide these links for your convenience only and do not endorse or assume responsibility for the content, products, or services of any third-party websites. Your use of third-party websites is subject to their own terms and policies.
We reserve the right to modify or update these Terms at any time. Changes will be effective immediately upon posting to our Site. We will indicate the "Last Updated" date at the top of these Terms. Your continued use of our Site or services after any modifications constitutes your acceptance of the updated Terms. We encourage you to review these Terms periodically.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.
No waiver of any term, provision, or condition of these Terms, whether by conduct or otherwise, shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
These Terms, together with our Privacy Policy and any applicable SOW, constitute the entire agreement between you and Electronic Systems Consultants LLC regarding your use of our Site and services, superseding any prior or contemporaneous agreements, communications, or proposals, whether oral or written.
If you have any questions, comments, or concerns about these Terms, please contact us:
Legal Notices: All legal notices and formal communications regarding these Terms should be sent to our mailing address above with "Attention: Legal Department" clearly indicated.