Please read these terms carefully before using our website and services.
Last Updated: January 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and ACD Brands LLC ("Company," "we," "us," or "our") governing your access to and use of the website at www.acdbra.shop (the "Website") and the services provided by ACD Brands LLC (collectively, the "Services").
By accessing or using our Website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Website or Services.
We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting to the Website. Your continued use of the Website or Services following the posting of revised Terms constitutes your acceptance of such changes.
By using our Website and Services, you represent and warrant that:
ACD Brands LLC provides computer systems design, computer integrated systems design, and professional technical consulting services. Our Services include, but are not limited to:
The specific scope, deliverables, timelines, and fees for Services will be detailed in a separate written agreement or statement of work entered into between you and ACD Brands LLC.
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement thereof) are owned by ACD Brands LLC, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website except as necessary for your personal, non-commercial use or as expressly permitted in writing by ACD Brands LLC.
You retain all ownership rights to any materials, data, or information you provide to us in connection with the Services ("Client Materials"). By providing Client Materials, you grant us a limited, non-exclusive license to use such materials solely for the purpose of providing the Services to you.
Upon full payment of all fees due, ownership of any custom deliverables specifically created for you under a separate agreement will transfer to you, except that we retain ownership of any pre-existing intellectual property, methodologies, tools, or general know-how incorporated into such deliverables.
When using our Website and Services, you agree to:
You are prohibited from:
Fees for our Services will be specified in a separate written agreement, proposal, or statement of work. All fees are quoted in United States dollars unless otherwise specified.
Payment terms will be as specified in your service agreement. Unless otherwise agreed, invoices are due within 30 days of the invoice date. We reserve the right to suspend Services for overdue accounts.
You are responsible for all applicable taxes, duties, and governmental charges related to your use of our Services, excluding taxes based on our net income.
Refund policies, if any, will be specified in your service agreement. Generally, fees for Services already rendered are non-refundable.
Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the other party in connection with the Services ("Confidential Information"). Confidential Information includes, but is not limited to, trade secrets, business plans, technical data, customer information, and any information marked or reasonably understood to be confidential.
Each party agrees to:
These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.
OUR WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
We do not warrant that our Website or Services will be uninterrupted, timely, secure, error-free, or that defects will be corrected. No advice or information obtained from us shall create any warranty not expressly stated in these Terms.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ACD BRANDS LLC, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED UNITED STATES DOLLARS ($100), WHICHEVER IS GREATER.
You agree to defend, indemnify, and hold harmless ACD Brands LLC, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:
These Terms remain in full force and effect while you use our Website or Services. We may terminate or suspend your access to our Website or Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.
Upon termination, your right to use our Website and Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
These Terms and your use of our Website and Services shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law provisions.
Any legal suit, action, or proceeding arising out of, or related to, these Terms or our Website or Services shall be instituted exclusively in the federal or state courts located in Jefferson County, Colorado.
Before initiating any formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute informally through direct negotiation.
These Terms, together with any separate service agreements, constitute the entire agreement between you and ACD Brands LLC regarding your use of our Website and Services and supersede all prior agreements and understandings.
Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be eliminated or limited to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this provision shall be null and void.
We shall not be liable for any failure or delay in performance under these Terms due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
By using our Website or Services, you consent to receive electronic communications from us. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.
If you have any questions about these Terms, please contact us:
ACD Brands LLC
5010 S Arbutus St
Morrison, CO 80465
United States
Email: support@acdbra.shop
Phone: +1 (915) 337-0514