1. Acceptance of Terms
These Terms of Service constitute a legally binding agreement between you and Defa Design LLC, a company organized under the laws of the United States with offices at 738 N Pearl Harbor St, Salt Lake City, UT 84116-2250, United States. By accessing or using the website located at https://www.defadesign.buzz or any services provided by Defa Design LLC, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, our Privacy Policy, and any additional terms and conditions that may apply to specific services.
If you do not agree with any provision of these terms, you must immediately discontinue all use of our website and services. These terms apply to all visitors, users, clients, and any other parties who access or use our website or services.
2. Definitions
Throughout these Terms of Service, the following definitions apply: Defa Design, we, us, or our refers to Defa Design LLC, its officers, directors, employees, agents, and affiliates. You or your refers to the individual or legal entity accessing or using our website and services. Services refers to all computer systems design, integrated systems engineering, technical consulting, software design, cloud infrastructure, and related professional services offered by Defa Design LLC. Website refers to the internet site located at https://www.defadesign.buzz and all subdomains, subpages, and content contained therein. Content refers to all text, graphics, images, code, software, and other materials made available through our website or services.
3. Description of Services
Defa Design LLC provides professional services in the fields of computer systems design and related services, integrated systems design, enterprise software design, cloud infrastructure architecture, security engineering, and technical consulting. Our services are delivered to business clients across multiple industries within the Professional, Scientific, and Technical Services sector, including but not limited to accounting, advertising, architecture, engineering, legal services, management consulting, scientific research and development, and specialized design services.
The specific scope, deliverables, timelines, and compensation for each engagement are defined in separate written agreements, statements of work, or service proposals executed between Defa Design and the client. These Terms of Service govern the general use of our website and form the foundation of our client relationships, but they do not replace or supersede the specific terms agreed upon in individual service agreements.
4. Website Use and Access
4.1 Permitted Use
You are granted a non-exclusive, non-transferable, revocable license to access and use our website for lawful purposes consistent with these Terms of Service. You may view, download, and print pages from the website for your personal and internal business use, subject to the restrictions set forth in these terms. This license does not include any right to reproduce, duplicate, copy, sell, resell, or otherwise exploit any portion of the website or its content for commercial purposes without our express written consent.
4.2 Prohibited Activities
You agree that you will not use our website or services to engage in any of the following prohibited activities: violating any applicable local, state, national, or international law or regulation; transmitting any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable; attempting to gain unauthorized access to our systems, servers, or networks through hacking, password mining, or any other means; interfering with or disrupting the operation of our website, servers, or networks; uploading or transmitting viruses, malware, Trojan horses, or any other malicious code; collecting or harvesting personal information about other users without their consent; using any automated means such as robots, spiders, or scrapers to access or extract data from our website without our prior written permission; or impersonating any person or entity or falsely stating or misrepresenting your affiliation with a person or entity.
4.3 Account Security
If you create an account or receive login credentials for any client portal, project management platform, or other gated area of our services, you are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Defa Design immediately of any unauthorized use of your account or any other breach of security. Defa Design shall not be liable for any loss or damage arising from your failure to comply with these security obligations.
5. Intellectual Property Rights
5.1 Our Intellectual Property
All content, design elements, graphics, logos, icons, code, software, and other materials available on the Defa Design website are the exclusive property of Defa Design LLC or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. The Defa Design name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Defa Design LLC or its affiliates. You may not use such marks without our prior written permission.
Nothing in these Terms of Service grants you any right, title, or interest in or to any of our intellectual property beyond the limited license to use the website as expressly stated herein. Any unauthorized use of our intellectual property is strictly prohibited and may result in legal action.
5.2 Client Deliverables
Unless otherwise agreed in writing, upon full payment for services rendered, Defa Design assigns to the client all rights, title, and interest in the deliverables specifically created for that client under the applicable statement of work. Defa Design retains ownership of all pre-existing materials, tools, methodologies, frameworks, and knowledge used in the course of providing services, as well as the right to use general skills, knowledge, and experience gained through the engagement for other clients.
6. User Content and Communications
Any information, data, materials, or other content that you submit, upload, transmit, or otherwise make available through our website or services, including project requirements, technical specifications, business information, and correspondence, remains your property. By submitting content to us, you grant Defa Design a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and process such content solely to the extent necessary to provide our services to you and to fulfill our obligations under any applicable service agreement.
You represent and warrant that you own or have the necessary rights to all content you submit to us and that such content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party. You agree to indemnify and hold Defa Design harmless from any claims, damages, or expenses arising from your submitted content.
7. Fees and Payment
The fees for Defa Design services are specified in individual service agreements, proposals, or statements of work. All fees are quoted and payable in United States Dollars unless otherwise agreed. Payment terms, including invoicing schedules, due dates, and accepted payment methods, are defined in the applicable service agreement. Late payments may be subject to interest charges at the lesser of one and one-half percent per month or the maximum rate permitted by applicable law.
Defa Design reserves the right to modify its pricing for services, provided that any price changes will not apply to services already contracted under an existing service agreement. All fees are exclusive of applicable taxes, levies, or duties, and you are responsible for payment of all such amounts unless you provide a valid tax exemption certificate.
8. Confidentiality
In the course of our engagement, each party may disclose to the other certain confidential and proprietary information, including business strategies, technical specifications, trade secrets, financial data, client lists, and other information that is designated as confidential or that reasonably should be understood to be confidential given the circumstances of disclosure. Both parties agree to maintain the confidentiality of such information, using at least the same degree of care as they use to protect their own confidential information, but in no event less than a reasonable standard of care.
Confidential information does not include information that is or becomes publicly available through no fault of the receiving party; was lawfully in the receiving party's possession prior to disclosure; is independently developed by the receiving party without use of the disclosing party's confidential information; or is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt notice and reasonable assistance to seek a protective order.
9. Disclaimer of Warranties
THE WEBSITE AND ALL CONTENT, MATERIALS, AND SERVICES PROVIDED THROUGH IT ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEFA DESIGN LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
DEFA DESIGN DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT AND INFORMATION AVAILABLE ON THE WEBSITE IS ACCURATE, COMPLETE, RELIABLE, OR CURRENT. YOU USE THE WEBSITE AT YOUR OWN RISK AND DISCRETION.
For specific service engagements, the warranties applicable to deliverables will be set forth in the individual service agreement. The general disclaimers in this section do not limit any express warranties provided in a mutually executed statement of work or service contract.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEFA DESIGN LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE WEBSITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF DEFA DESIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DEFA DESIGN'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WEBSITE SHALL NOT EXCEED THE GREATER OF ONE HUNDRED UNITED STATES DOLLARS ($100.00) OR THE TOTAL AMOUNT YOU HAVE PAID TO DEFA DESIGN FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
Some jurisdictions do not allow the exclusion or limitation of certain warranties or the limitation of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. In such jurisdictions, Defa Design's liability shall be limited to the maximum extent permitted by law.
11. Indemnification
You agree to defend, indemnify, and hold harmless Defa Design LLC, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to your use of the website or services in violation of these Terms of Service; your violation of any applicable law, regulation, or third-party right; any content you submit, post, transmit, or make available through our website or services; or your gross negligence, willful misconduct, or fraud.
Defa Design reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Defa Design in asserting any available defenses. You shall not settle any claim that affects Defa Design without our prior written consent.
12. Third-Party Links and Resources
Our website may contain links to third-party websites, services, or resources that are not owned or controlled by Defa Design LLC. We have no control over and assume no responsibility for the content, privacy policies, terms of service, or practices of any third-party websites or services. You acknowledge and agree that Defa Design shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such third-party content, goods, or services.
13. Termination
Defa Design reserves the right, in its sole discretion, to terminate or suspend your access to the website or any portion thereof at any time, without prior notice, for any reason including but not limited to your breach of these Terms of Service. Upon termination, your right to access and use the website immediately ceases. All provisions of these terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, disclaimers of warranties, limitations of liability, indemnification, and governing law.
For service engagements governed by separate agreements, termination shall be governed by the terms specified in those agreements. Termination of website access does not automatically terminate any existing service agreement, and termination of a service agreement does not automatically terminate your obligation to comply with these website terms.
14. Modifications to Terms
Defa Design reserves the right to modify, update, or replace these Terms of Service at any time at its sole discretion. When we make changes, we will revise the effective date at the top of this page and post the updated terms on our website. For material changes, we will provide reasonable notice through our website or by sending an email to clients with whom we have an active relationship. Your continued use of our website or services after the effective date of any changes constitutes your acceptance of the revised terms.
It is your responsibility to periodically review these Terms of Service for updates. If you do not agree with the modified terms, you must discontinue use of our website and services.
15. Governing Law and Dispute Resolution
15.1 Governing Law
These Terms of Service and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Utah, United States, without giving effect to any conflict of law principles that would result in the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms.
15.2 Dispute Resolution
Any dispute, claim, or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation, or validity thereof shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty days, the parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.
The arbitration shall be conducted in Salt Lake City, Utah, before a single arbitrator mutually agreed upon by the parties. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines that the claims or defenses of a party were frivolous or asserted in bad faith. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.
15.3 Class Action Waiver
To the fullest extent permitted by applicable law, you and Defa Design agree that any dispute resolution proceedings, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate as a plaintiff or class member in any class action, class arbitration, or other representative proceeding.
16. General Provisions
16.1 Entire Agreement
These Terms of Service, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and Defa Design LLC regarding your use of our website and services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
16.2 Severability
If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these terms. The remaining provisions shall continue in full force and effect. The invalidity of any provision shall not affect the validity of any other provision.
16.3 Waiver
No waiver by Defa Design of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Defa Design to assert a right or provision under these terms shall not constitute a waiver of such right or provision.
16.4 Assignment
You may not assign or transfer these Terms of Service, or any rights or obligations hereunder, without the prior written consent of Defa Design. Defa Design may assign or transfer these terms, in whole or in part, without restriction or notice to you, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.
16.5 Force Majeure
Defa Design shall not be liable for any failure or delay in performance of its obligations under these terms caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, governmental actions, labor disputes, internet or telecommunications failures, power outages, or epidemic or pandemic conditions.
16.6 Notices
Any notices required or permitted under these Terms of Service shall be in writing and delivered by email or first-class mail. Notices to Defa Design shall be sent to assist@defadesign.buzz or to the physical address at 738 N Pearl Harbor St, Salt Lake City, UT 84116-2250, United States. Notices to you may be sent to the email address or physical address you provided during registration or through your use of our services.
16.7 Relationship of the Parties
Nothing in these Terms of Service shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and Defa Design. Both parties are independent contractors, and neither party has the authority to bind or commit the other in any way.
17. Contact Information
For questions, concerns, or inquiries regarding these Terms of Service, please contact us using the details below.
Defa Design LLC
738 N Pearl Harbor St
Salt Lake City, UT 84116-2250
United States
Email: assist@defadesign.buzz
Phone: +1 (715) 877-5008