Terms of Service

Last Updated: March 13, 2026

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and SouthBedford Drive LLC, a limited liability company organized under the laws of the State of California ("Company," "we," "us," or "our").

By accessing our website, engaging our services, or entering into any business relationship with us, you acknowledge that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy. If you do not agree to these Terms, you must not use our services.

2. Services Description

SouthBedford Drive LLC provides professional computer systems design and related technical services, including but not limited to:

• Computer integrated systems design and architecture
• Technical consulting and advisory services
• System implementation and integration
• IT infrastructure planning and optimization
• Digital transformation consulting
• Professional and scientific technical services
• Custom software and system development
• Technology assessment and evaluation

The specific scope, deliverables, timeline, and pricing for services will be detailed in separate service agreements, statements of work, or proposals.

3. Eligibility and Account Registration

To use our services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal authority to enter into binding contracts
• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Not be prohibited from receiving services under applicable laws

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use or security breach.

4. Service Agreements and Contracts

Specific services will be governed by individual service agreements, statements of work, or contracts that supplement these Terms. In the event of any conflict between these Terms and a specific service agreement, the service agreement shall prevail with respect to those specific services.

All service agreements must be executed by authorized representatives of both parties and may include:

• Detailed scope of work and deliverables
• Project timelines and milestones
• Pricing, payment terms, and invoicing schedules
• Acceptance criteria and quality standards
• Intellectual property ownership and licensing
• Confidentiality and non-disclosure provisions
• Warranties, limitations of liability, and indemnification

5. Fees and Payment

5.1 Pricing

Fees for our services are specified in individual proposals, quotes, or service agreements. Pricing may be based on:

• Fixed project fees
• Time and materials (hourly or daily rates)
• Retainer arrangements
• Subscription or recurring fees
• Performance-based compensation

5.2 Payment Terms

Unless otherwise specified in a service agreement:

• Invoices are due within 30 days of the invoice date
• Payment must be made in U.S. Dollars via wire transfer, check, or approved electronic payment methods
• Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
• We reserve the right to suspend services for accounts with overdue balances

5.3 Expenses

Unless otherwise agreed, clients are responsible for reimbursing reasonable out-of-pocket expenses incurred in connection with service delivery, including travel, accommodation, and third-party services, subject to prior approval.

5.4 Taxes

All fees are exclusive of applicable taxes, duties, and governmental charges. Clients are responsible for all such charges unless a valid tax exemption certificate is provided.

6. Intellectual Property Rights

6.1 Company Intellectual Property

All pre-existing intellectual property, methodologies, tools, frameworks, and proprietary information owned by the Company remain our exclusive property. This includes:

• Proprietary software, code libraries, and development tools
• Business processes and methodologies
• Templates, frameworks, and reusable components
• Trademarks, service marks, and branding materials

6.2 Client Intellectual Property

Clients retain ownership of their pre-existing intellectual property, confidential information, and data provided to us.

6.3 Work Product

Ownership of deliverables and work product created specifically for a client will be addressed in individual service agreements and may include:

• Assignment of ownership to the client upon full payment
• Licensing arrangements for use of deliverables
• Joint ownership of certain intellectual property
• Retention of rights by the Company for reusable components

7. Confidentiality

Both parties agree to maintain the confidentiality of proprietary and confidential information disclosed during the course of the business relationship. This obligation includes:

• Not disclosing confidential information to third parties without prior written consent
• Using confidential information solely for the purposes of the engagement
• Implementing reasonable security measures to protect confidential information
• Returning or destroying confidential information upon request or termination

Confidential information does not include information that: (a) is publicly available, (b) was known prior to disclosure, (c) is independently developed, or (d) is required to be disclosed by law.

8. Warranties and Representations

8.1 Company Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the necessary expertise, qualifications, and resources to provide the services
• Services will comply with applicable laws and regulations
• We have the right to provide the services and deliverables

8.2 Client Warranties

Clients warrant that:

• They have the authority to engage our services and enter into agreements
• Information and materials provided to us are accurate and complete
• They have the necessary rights to any materials provided for our use
• They will comply with all applicable laws and regulations

8.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR A SERVICE AGREEMENT, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION
• OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM
• THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE

Some jurisdictions do not allow the exclusion or limitation of certain damages, so these limitations may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms or any service agreement
• Your violation of any law or regulation
• Your infringement of any third-party rights
• Your use of our services or deliverables
• Your negligence or willful misconduct

11. Term and Termination

11.1 Term

These Terms remain in effect for as long as you use our services or maintain a business relationship with us.

11.2 Termination by Client

Clients may terminate services by providing written notice as specified in the applicable service agreement. Clients remain responsible for fees incurred up to the termination date and may be subject to early termination fees.

11.3 Termination by Company

We may terminate or suspend services immediately if:

• You breach these Terms or any service agreement
• Payment obligations are not met
• Continuation of services would violate applicable laws
• Your actions pose a security or legal risk

11.4 Effect of Termination

Upon termination:

• All outstanding fees become immediately due and payable
• We will cease providing services
• Provisions regarding confidentiality, intellectual property, warranties, and limitations of liability survive termination
• We will return or destroy client confidential information as requested

12. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, pandemics, or failures of third-party services or infrastructure.

13. Independent Contractor Relationship

The Company is an independent contractor and not an employee, partner, or joint venturer of the Client. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.

14. Compliance with Laws

Both parties agree to comply with all applicable federal, state, and local laws and regulations, including but not limited to:

• Data protection and privacy laws (GDPR, CCPA, etc.)
• Export control and sanctions regulations
• Anti-corruption and anti-bribery laws
• Employment and labor laws
• Intellectual property laws

15. Dispute Resolution

15.1 Negotiation

In the event of any dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation.

15.2 Mediation

If negotiation fails, the parties agree to participate in non-binding mediation before pursuing litigation or arbitration.

15.3 Arbitration

Any disputes not resolved through negotiation or mediation shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, conducted in Los Angeles County, California.

15.4 Governing Law and Jurisdiction

These Terms are governed by the laws of the State of California and the United States, without regard to conflict of law principles. Any litigation shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any service agreements and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications.

16.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or website notice. Continued use of services after changes constitutes acceptance of the modified Terms.

16.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.4 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

16.5 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction.

16.6 Notices

All notices must be in writing and sent to the addresses specified in service agreements or to the contact information provided in Section 17.

16.7 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

17. Contact Information

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

18. Acknowledgment and Acceptance

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SERVICES.