The terms and conditions that govern your access to and use of our website and the professional services we provide.
These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and MATTHEWS.XYZ, LLC, a company located at 1871 E Terrace Dr, Sandy, UT 84093-6804, United States. By accessing our website at https://www.matthews.mom, by contacting us, or by engaging our services, you agree to be bound by these Terms.
If you do not agree to all of these Terms, you must not access or use our website or services. These Terms govern your use of the website and any services we provide, including computer systems design, architecture, infrastructure, data engineering, security, and managed operations. Please read them carefully before proceeding.
We may require that you provide additional confirmation of your acceptance before we begin a paid engagement. For any engagement, the specific scope, deliverables, and fees will be documented in a separate statement of work or service agreement, which will supplement, and in the event of a conflict, control over these general Terms with respect to that engagement.
MATTHEWS.XYZ, LLC provides computer systems design and related services, including but not limited to systems architecture, cloud and infrastructure engineering, data engineering, security and compliance services, and managed operations. We work with clients to design, build, deploy, and maintain computer systems that meet their business requirements.
The specific services we provide to you, along with any deliverables, timelines, and acceptance criteria, will be described in a written proposal, statement of work, or service agreement. Unless expressly agreed in writing, we do not guarantee any particular business outcome, revenue increase, or cost reduction, and our obligations are limited to performing the described services with reasonable skill and care.
We reserve the right to modify, suspend, or discontinue any part of our website or services at any time, with or without notice, and we will not be liable to you for any such modification, suspension, or discontinuance except as otherwise provided in a written agreement for an active paid engagement.
By using our website or services, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into a binding contract. If you are using our services on behalf of a company or other organization, you represent and warrant that you have the authority to bind that organization to these Terms.
Our services are intended for a business and professional audience. We may, in our sole discretion, refuse to provide services to any person or entity for any reason permitted by applicable law, including where we believe that providing the services would be unlawful, unethical, or inconsistent with the standards of our profession.
You are responsible for ensuring that your use of our website and services complies with all applicable laws and regulations in your jurisdiction. Access to our website from territories where its content is illegal is prohibited.
Certain features of our services may require you to provide information to us, such as your name, email address, and project details. You agree to provide accurate, current, and complete information when you communicate with us or submit requests through our website, and to update that information as necessary to keep it accurate.
If we issue you any credentials for access to systems we operate on your behalf, you are responsible for maintaining the confidentiality of those credentials and for all activity that occurs under them. You agree to notify us immediately of any unauthorized use of your credentials or any other breach of security that comes to your attention.
You are responsible for maintaining your own backups of any data you provide to us, unless backup services are expressly included in a written statement of work. While we take reasonable care with the information in our possession, you should not rely on us as your sole repository for any data that is important to your business.
You agree to use our website and services only for lawful purposes and in a manner consistent with these Terms. You agree not to use the website or services to engage in any activity that is illegal, fraudulent, harmful, or infringing, or that would damage, disable, overburden, or impair the website or interfere with the use of the website by others.
You agree not to attempt to gain unauthorized access to any portion of the website, to the systems we operate, or to any systems, networks, or data connected to them. You agree not to probe, scan, or test the vulnerability of our systems without our prior written consent, and not to use any automated means to scrape, harvest, or extract data from the website without our express permission.
You agree not to upload or transmit any content that is unlawful, defamatory, obscene, or otherwise objectionable, and not to transmit any malicious code, viruses, or other harmful software. We may remove or refuse to transmit any content that violates these Terms, and we may suspend or terminate access for users who violate this section.
Unless otherwise stated, the website and its entire contents, including text, graphics, logos, code, design, and functionality, are owned by MATTHEWS.XYZ, LLC or its licensors and are protected by copyright, trademark, and other intellectual property laws. All rights not expressly granted to you in these Terms are reserved.
You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the website for your own internal business purposes. This license does not permit you to reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any part of the website without our prior written consent.
With respect to deliverables created for you in the course of a paid engagement, ownership and licensing of those deliverables will be governed by the applicable written service agreement. In the absence of express terms, and unless otherwise agreed in writing, we retain ownership of any pre-existing tools, frameworks, and methodologies we use, and we grant you a license to use the deliverables for their intended business purpose.
You retain ownership of all materials, data, and information that you provide to us in connection with an engagement. By providing such materials, you grant us a non-exclusive, limited license to use them solely for the purpose of performing the services you have requested and as necessary to operate and maintain the systems we build for you.
You represent and warrant that you have all rights necessary to provide the materials you submit to us and that our use of those materials as contemplated by the engagement will not infringe the rights of any third party or violate any applicable law. We are not responsible for the accuracy, completeness, or legality of the materials you provide.
We will not use your client materials for any purpose other than providing services to you, except where required by law or as otherwise authorized by you in writing. Our obligations regarding the confidentiality of your materials are further described in the confidentiality section of these Terms.
Fees for our services are described in the applicable proposal, quote, or statement of work. Unless otherwise stated in writing, fees are quoted in United States dollars, do not include applicable taxes, and are due within the time period specified in the invoice. You are responsible for any taxes, duties, or other charges imposed on the services.
If you fail to make a payment when due, we may suspend or delay the provision of services until payment is received, and we may charge interest on overdue amounts at the maximum rate permitted by law. You agree to reimburse us for reasonable costs incurred in collecting any overdue amounts, including reasonable attorneys fees where permitted by law.
All fees are non-refundable except as expressly provided in a written agreement. Unless otherwise agreed, any estimate of hours or cost provided before work begins is an estimate only, and actual fees may vary based on the actual scope and effort required. We will endeavor to communicate with you promptly if we anticipate a material change to any estimate.
Each party agrees to maintain the confidentiality of non-public information disclosed by the other party in connection with our services, including business plans, technical designs, financial information, and other proprietary materials. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, information that was already known to the receiving party, or information independently developed without reference to the confidential information of the disclosing party.
We may disclose confidential information to our personnel and subcontractors who need access to it to perform the services, provided that such persons are bound by obligations of confidentiality at least as protective as those in these Terms. We may also disclose confidential information where required by law, court order, or other legal process, provided that we give you reasonable notice where permitted.
The obligations in this section survive the termination of these Terms and continue for so long as the relevant information remains confidential, subject to applicable law.
Our website and the systems we build may rely on or integrate with third-party services, including cloud platforms, software libraries, and payment processors. We do not control and are not responsible for the availability, performance, or security of any third-party service, and your use of such services may be subject to their own terms and conditions.
We may recommend third-party products or services as part of an engagement, but any decision to use them is yours, and you are responsible for evaluating their suitability and for any fees charged by those third parties. We are not a party to any agreement between you and a third-party provider.
Links to third-party websites on our site are provided for convenience only and do not constitute an endorsement. We are not responsible for the content or practices of any third-party website, and you access them at your own risk.
Except as expressly set forth in a written service agreement, our website and services are provided on an as is and as available basis, without warranties of any kind, whether express or implied. To the fullest extent permitted by law, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
We do not warrant that the website will be uninterrupted, secure, or free of errors or harmful components, or that any defects will be corrected. We do not warrant that the results obtained from the use of the website or services will be accurate, reliable, or meet your requirements.
You acknowledge that technology services involve inherent risks, including the risk of data loss, security breaches, and system failures, and that no service can guarantee against all such risks. You are responsible for evaluating whether our services are appropriate for your particular circumstances.
To the fullest extent permitted by applicable law, MATTHEWS.XYZ, LLC and its officers, employees, contractors, and agents will not be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, business interruption, or loss of goodwill, arising out of or related to these Terms, the website, or the services, regardless of the theory of liability, even if we have been advised of the possibility of such damages.
To the extent that liability cannot be excluded, our total aggregate liability arising out of or related to these Terms, the website, or the services, whether in contract, tort, or otherwise, will not exceed the greater of one hundred United States dollars or the amount you paid to us for the services giving rise to the claim during the twelve months preceding the event.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the limitations in this section may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
You agree to defend, indemnify, and hold harmless MATTHEWS.XYZ, LLC and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses, including reasonable attorneys fees, arising out of or related to your use of the website or services, your violation of these Terms, or your violation of the rights of any third party.
This indemnification obligation includes claims arising from the materials and data you provide to us, including any claim that such materials infringe the intellectual property or other rights of a third party. We will provide you with prompt notice of any claim subject to indemnification, and we reserve the right to assume the exclusive defense of any such matter.
You agree to cooperate with us in the defense of any claim, and you agree not to settle any claim that imposes any obligation or liability on us without our prior written consent.
These Terms remain in effect until terminated by either party. You may terminate these Terms by ceasing all use of our website and services and providing us with written notice of termination. We may terminate or suspend your access to the website or services at any time, with or without cause, and with or without notice, in our sole discretion.
For paid engagements, termination is governed by the applicable written service agreement, which may specify notice periods, payment for work performed through the date of termination, and the transition of deliverables. If no such terms are specified, you will be responsible for fees for work performed up to the effective date of termination.
The provisions of these Terms that by their nature should survive termination, including the sections governing intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law, will survive any termination of these Terms.
These Terms and any dispute arising out of or related to them, the website, or the services will be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles. You agree that the state and federal courts located in Salt Lake County, Utah will have exclusive jurisdiction over any such dispute.
Before initiating formal legal proceedings, you agree to contact us first and to attempt to resolve any dispute through good-faith negotiation. If a dispute cannot be resolved through negotiation, it may be submitted to mediation or arbitration by mutual written agreement. This section does not limit the right of either party to seek injunctive or other equitable relief to protect its intellectual property or confidential information.
Any claim arising out of or related to these Terms must be commenced within one year after the claim accrues, unless a longer period is required by applicable law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
We may update these Terms from time to time to reflect changes in our practices, services, or legal requirements. When we make changes, we will revise the effective date at the top of this page and post the updated Terms on our website. Material changes will be called to your attention through a notice on our website.
Your continued use of the website or services after the updated Terms take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the website and services. For active paid engagements, changes to these Terms will not retroactively alter the terms of any signed written agreement without your consent.
If you have questions or concerns regarding these Terms of Service, or if you need to contact us for any reason, please use the details below. We will respond to your inquiry as promptly as possible.
MATTHEWS.XYZ, LLC
1871 E Terrace Dr
Sandy, UT 84093-6804
United States
Email: agent@matthews.mom
Phone: +1 937 557 7507
Website: https://www.matthews.mom