Terms of Service

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between AD SCALE LAB, LLC ("Company," "we," "us," or "our") and you ("User," "you," or "your") regarding your access to and use of our website at www.adsantos.shop and our computer systems design and integration services (collectively, "Services").

By accessing our website or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not access or use our website or Services.

1. Services Description

1.1 Overview

AD SCALE LAB, LLC provides professional computer systems design and related services, including but not limited to:

• Computer systems architecture and design
• Systems integration services
• Cloud solutions and migration
• Security implementation and consulting
• Data management and infrastructure
• Technical consulting services

1.2 Service Agreements

Specific services will be governed by separate Service Agreements or Statements of Work ("SOW") that detail project scope, deliverables, timelines, and fees. These Terms apply to all such agreements unless explicitly modified in writing.

2. Eligibility and Accounts

2.1 Eligibility

By using our Services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into binding contracts
• You are not prohibited from receiving our Services under applicable laws
• If representing an organization, you have authority to bind that organization

2.2 Account Information

When you provide information to us, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your information
• Maintain the security of any account credentials
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities under your account

3. Intellectual Property Rights

3.1 Our Intellectual Property

All content on our website, including but not limited to text, graphics, logos, images, software, and documentation, is the property of AD SCALE LAB, LLC or our licensors and is protected by copyright, trademark, and other intellectual property laws.

You may not:

• Copy, modify, distribute, or create derivative works without our written consent
• Use our trademarks, logos, or brand elements without authorization
• Reverse engineer or attempt to extract source code from our software
• Remove any copyright or proprietary notices from our materials

3.2 Client Intellectual Property

You retain all rights to your pre-existing intellectual property provided to us. Upon full payment and project completion, deliverables specifically created for you under a Service Agreement will be transferred to you as specified in that agreement.

3.3 General Methods and Tools

We retain ownership of general methodologies, tools, frameworks, and know-how developed or used in delivering Services, even if first developed during your project.

4. User Responsibilities and Conduct

4.1 Prohibited Activities

You agree not to:

• Use our Services for any unlawful purpose or in violation of any laws
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt our Services or servers
• Transmit any malware, viruses, or malicious code
• Engage in data mining, harvesting, or extraction activities
• Impersonate any person or misrepresent your affiliation
• Harass, abuse, or harm another person through our Services
• Upload or transmit any defamatory, obscene, or offensive content

4.2 Cooperation

You agree to:

• Provide timely access to necessary information, resources, and personnel
• Make timely decisions and provide approvals as required
• Review and provide feedback on deliverables within agreed timeframes
• Ensure your representatives have appropriate authority

5. Payment Terms

5.1 Fees and Billing

• Fees for Services will be as specified in your Service Agreement or SOW
• Invoices are due within 30 days of issuance unless otherwise specified
• We reserve the right to require prepayment or deposits for certain Services
• All fees are exclusive of applicable taxes, which you are responsible for

5.2 Late Payments

Late payments may incur interest charges at 1.5% per month (or the maximum rate permitted by law) and may result in suspension of Services.

5.3 Expenses

Unless otherwise agreed, you are responsible for reasonable travel, accommodation, and out-of-pocket expenses incurred in delivering Services.

6. Confidentiality

6.1 Confidential Information

Each party agrees to:

• Protect the other party's Confidential Information with the same care as its own
• Use Confidential Information solely for the purpose of the Services
• Not disclose Confidential Information to third parties without consent
• Return or destroy Confidential Information upon request or termination

6.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully known prior to disclosure
• Is independently developed without use of the disclosing party's information
• Is required to be disclosed by law or court order (with notice to the disclosing party)

7. Warranties and Disclaimers

7.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will conform to specifications in the Service Agreement
• We have the right to provide the Services and deliverables

7.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SERVICE AGREEMENT:

• SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE"
• WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE
• NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, CREATES ANY WARRANTY NOT EXPRESSLY STATED

8. Limitation of Liability

8.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• OUR TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM

8.2 Exceptions

These limitations do not apply to:

• Breach of confidentiality obligations
• Infringement or misappropriation of intellectual property rights
• Fraud or willful misconduct
• Indemnification obligations
• Amounts payable under applicable insurance

9. Indemnification

You agree to indemnify, defend, and hold harmless AD SCALE LAB, LLC and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of our Services
• Your violation of these Terms
• Your violation of any third-party rights
• Your negligence or misconduct

10. Termination

10.1 Termination by You

You may terminate Services by providing written notice. You remain responsible for payment of all fees incurred prior to termination.

10.2 Termination by Us

We may terminate or suspend your access to Services immediately, without prior notice, for:

• Material breach of these Terms
• Failure to pay fees when due
• Engagement in prohibited activities
• Extended inactivity

10.3 Effect of Termination

Upon termination:

• All licenses and rights granted to you immediately cease
• You must cease all use of our Services and return our materials
• Provisions that should survive termination remain in effect
• We will return or destroy your Confidential Information as requested

11. Force Majeure

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, pandemics, government actions, or Internet service failures.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to conflict of law principles.

12.2 Dispute Resolution

Any dispute arising from these Terms or our Services shall first be attempted to be resolved through good faith negotiation. If unresolved within 30 days, disputes shall be resolved through binding arbitration in Orlando, Florida, in accordance with the rules of the American Arbitration Association.

12.3 Class Action Waiver

You agree that any proceedings will be conducted only on an individual basis and not as a class action, consolidated action, or representative action.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any Service Agreement or SOW, constitute the entire agreement between you and us regarding the Services and supersede all prior agreements.

13.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions continue in full force and effect.

13.3 Waiver

Our failure to enforce any right or provision does not constitute a waiver of such right or provision.

13.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.

13.5 Notices

Notices should be sent to:

13.6 Headings

Section headings are for convenience only and do not affect interpretation.

13.7 Electronic Communications

Communications between us may be electronic. You consent to receive electronic communications and agree that such communications satisfy legal requirements for written communication.

14. Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website with an updated "Last Updated" date. Your continued use of our Services after changes constitutes acceptance of the modified Terms. Material changes will be communicated via email or prominent notice.

15. Contact Information

If you have questions about these Terms, please contact us:

By using our website and Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.