Terms of Service

1. Definitions and Interpretation

1.1 Defined Terms

For the purposes of these Terms, the following capitalized terms shall have the meanings ascribed to them below. Additional terms may be defined elsewhere in this document, and such definitions shall apply equally to both the singular and plural forms of the defined terms.

1. Company — also referred to as we, us, our, or Duce Namazi LLC — means Duce Namazi LLC, a limited liability company organized under the laws of the State of Utah, United States of America, with its principal place of business located at 1847 East Dimple Dell Road, Sandy, Utah 84092-4541, and registered to conduct business in the field of Computer Systems Design and Related Services under NAICS code 541512.
2. Website means the internet domain https://www.ducenamazi.buzz and all associated subdomains, web pages, digital assets, forms, interfaces, and any other content or functionality accessible through that domain or its redirects, owned and operated by the Company.
3. Services means any and all professional services provided by Duce Namazi LLC, including but not limited to computer systems design, integrated systems engineering, network architecture and engineering, system assessment and remediation, technology advisory and consulting, infrastructure planning, virtualization and container-platform design, storage engineering, observability and monitoring implementation, system integration and automation, data-center architecture consulting, and any other technical or advisory service described on the Website or agreed upon in a separate written Statement of Work.
4. User — also referred to as you or your — means any natural person or legal entity that accesses the Website, interacts with the Company, or engages the Services, whether as a visitor, prospective client, active client, or authorized representative of a client organization.
5. Statement of Work or SOW means a separate written document, executed by both parties, that defines the specific scope, deliverables, timeline, fees, and terms applicable to a particular Services engagement. Each SOW is governed by and incorporated into these Terms by reference.
6. Client means any User who has entered into a Services engagement with the Company through an executed Statement of Work, engagement letter, or other mutually agreed written instrument.
7. Content means all information, text, graphics, images, logos, designs, software code, data compilations, page layouts, underlying HTML and CSS, and any other materials displayed on or made available through the Website.
8. User Content means any information, data, text, files, documents, or other materials that you upload, submit, transmit, or otherwise make available to the Company through the Website, email, or any other communication channel.
9. Confidential Information means all non-public information disclosed by one party — the Disclosing Party — to the other party — the Receiving Party — whether orally, in writing, or through any other medium, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.2 Rules of Interpretation

In these Terms, unless the context otherwise requires: words importing the singular shall include the plural and vice versa; words importing any gender shall include all genders; references to persons include natural persons, corporations, limited liability companies, partnerships, unincorporated associations, and governmental entities; the headings and subheadings are inserted for convenience only and shall not affect the interpretation of any provision; the words include, including, such as, and similar expressions shall be construed as illustrative and shall not limit the sense of the words preceding them; references to any statute or regulation include any amendment, re-enactment, or replacement thereof; and references to a document include any amendment or supplement to that document agreed by the parties in writing. The division of these Terms into clauses, sub-clauses, and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms.

1.3 Entire Agreement

These Terms, together with any Statement of Work, engagement letter, proposal-acceptance document, or other written agreement executed by both parties in connection with the Services, constitute the entire agreement between you and Duce Namazi LLC concerning the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in these Terms. In the event of any inconsistency or conflict between these Terms and a Statement of Work, the provisions of the Statement of Work shall prevail with respect to the specific Services engagement described therein.

2. Acceptance of Terms

2.1 Methods of Acceptance

You accept and agree to be bound by these Terms through any of the following actions: accessing, browsing, or otherwise using the Website in any manner; submitting information through any form, email address, or contact mechanism published on the Website; engaging the Company to perform Services, whether through a formal SOW or through informal arrangement confirmed in writing; clicking a button, checking a box, or otherwise affirming acceptance through an interface presented on the Website; or continuing to use the Website after the posting of any modifications to these Terms. Your acceptance of these Terms creates a binding legal obligation enforceable against you in accordance with their provisions, subject to applicable law.

2.2 Authority to Bind

If you are accepting these Terms on behalf of a company, organization, government entity, or other legal person — referred to as the Represented Entity — you represent and warrant that you have full legal authority to bind that Represented Entity to these Terms, that the Represented Entity agrees to be legally bound by these Terms, and that all references to you or your in these Terms shall be deemed to refer to the Represented Entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and must not use the Website or Services on behalf of the Represented Entity. The Company reserves the right to require evidence of your authority to bind the Represented Entity, including but not limited to a certificate of incumbency, a board resolution, or a written confirmation from an authorized officer of the Represented Entity.

2.3 Amendments and Modifications

Duce Namazi LLC reserves the exclusive right, exercisable at any time in its sole discretion, to modify, amend, supplement, restate, or replace these Terms — in whole or in part — by posting an updated version on the Website. When material modifications are made, the Company will make reasonable efforts to notify Users by updating the effective date displayed at the top of this document and, where the Company determines in its discretion that the modifications are sufficiently significant, by posting a notice on the Website or sending an email notification to the contact information on file for active Clients. However, the Company is not obligated to provide individualized notice for every change, and it is your responsibility to review these Terms periodically. Changes become effective immediately upon posting unless a later effective date is specified. Your continued use of the Website or Services following the effective date of any modification constitutes your binding acceptance of the modified Terms. If you do not agree to the modified Terms, your sole and exclusive remedy is to discontinue all use of the Website and to terminate any ongoing Services engagements in accordance with the termination provisions set forth in Clause 13 of these Terms.

3. Eligibility and Representations

3.1 Age Requirement

The Website is intended for use by individuals who are at least eighteen years of age. By accessing or using the Website, you represent and warrant that you are at least eighteen years old and that you possess the legal capacity to enter into binding contracts under the laws of your jurisdiction of residence. If you are under the age of eighteen, you are expressly prohibited from accessing the Website, providing any personal information through the Website, or engaging the Services. The Company does not knowingly collect, solicit, or maintain information from individuals under eighteen years of age. If the Company becomes aware that an individual under eighteen has provided personal information, the Company will take prompt steps to delete such information from its records.

3.2 Representations and Warranties of the User

By accessing the Website or engaging the Services, you represent, warrant, and covenant to Duce Namazi LLC as follows:

• All information you provide to the Company — whether through the Website, via email, over the telephone, or through any other communication channel — is true, accurate, current, and complete to the best of your knowledge, and you will promptly update such information as necessary to maintain its accuracy.
• Your use of the Website and the Services will comply with all applicable laws, statutes, regulations, and ordinances, including but not limited to those governing data protection, intellectual property, export controls, and electronic communications in your jurisdiction and in the United States of America.
• You will not use the Website or the Services for any purpose that is unlawful, fraudulent, deceptive, harassing, defamatory, obscene, or otherwise objectionable as determined by the Company in its reasonable discretion.
• You will not access the Website through automated or non-human means, including bots, scripts, scrapers, spiders, or any other programmatic mechanism, without the express prior written consent of the Company.
• You will not attempt to probe, scan, or test the vulnerability of the Website or any network connected to the Website; breach security or authentication measures; interfere with or disrupt the Website, servers, or networks connected to the Website; or introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• You possess any and all licenses, certifications, authorizations, and consents necessary under applicable law to receive and utilize the Services in the manner contemplated by your engagement with the Company.

3.3 No Reliance on Representations Not Contained Herein

You acknowledge and agree that in accepting these Terms and entering into any Services engagement with the Company, you have not relied on any statement, representation, warranty, or understanding — whether orally or in writing — other than those expressly set out in these Terms or in a duly executed Statement of Work. You irrevocably and unconditionally waive any claim for breach of any representation or warranty not expressly contained in these Terms, unless such claim arises from fraudulent misrepresentation, in which case nothing in this sub-clause shall operate to limit or exclude liability for fraud.

4. Website Access and Use

4.1 License Grant

Subject to your strict compliance with these Terms, Duce Namazi LLC grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and view the Website and its Content solely for your personal, non-commercial informational purposes — or, if you represent a business entity, solely for the purpose of evaluating and potentially engaging the Company's professional Services. This license does not grant you any right, title, or interest in or to the Website or its Content beyond the limited right to access and view as described herein. All rights not expressly granted in these Terms are reserved by the Company and its licensors.

4.2 License Restrictions

The limited license granted in sub-clause 4.1 is subject to the following restrictions and prohibitions, which you agree to observe strictly. You shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, or otherwise exploit any portion of the Website or its Content except as expressly permitted by these Terms. You shall not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary-rights notices incorporated in or accompanying the Website or its Content. You shall not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or organization of any software component of the Website. You shall not use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other User's use and enjoyment of the Website. You shall not use any device, software, or routine that interferes with the proper working of the Website, including through distributed denial-of-service attacks, SQL injection attempts, cross-site scripting, or any other attack vector. Any violation of these restrictions shall constitute a material breach of these Terms and shall result in the immediate and automatic termination of the license granted herein, without prejudice to any other remedies available to the Company at law or in equity.

4.3 Website Availability and Modification

Duce Namazi LLC makes no representation, warranty, or guarantee that the Website will be available at all times, without interruption, or free from errors or omissions. The Company reserves the right, at its sole discretion and without liability to you, to modify, suspend, or discontinue — temporarily or permanently — the Website or any part thereof, with or without notice. The Company may also impose limits on certain features or restrict access to parts or all of the Website without notice or liability. The Company will make reasonable efforts to provide advance notice of scheduled maintenance that may affect Website availability, but it is under no obligation to do so. You acknowledge that your access to the Website may be occasionally restricted to allow for repairs, maintenance, or the introduction of new facilities or services, and you agree that the Company shall not be liable if for any reason all or any part of the Website is unavailable at any time or for any period.

4.4 Prohibited Uses

In addition to the restrictions enumerated in sub-clause 4.2, the following uses of the Website are expressly prohibited: use in violation of any applicable local, state, national, or international law, regulation, or ordinance; use for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way; use to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any junk mail, chain letters, spam, or similar solicitation; use to impersonate or attempt to impersonate the Company, a Company employee, another User, or any other person or entity — including through the use of email addresses or usernames associated with any of the foregoing; and use to engage in any other conduct that, as determined by the Company in its sole discretion, restricts or inhibits anyone's use or enjoyment of the Website, or which may harm the Company or Users of the Website or expose them to liability. The Company reserves the right to investigate and take appropriate legal action against anyone who, in the Company's sole discretion, violates this sub-clause, including without limitation reporting such violations to law-enforcement authorities.

5. Intellectual Property Rights

5.1 Ownership of Website Content

The Website and its entire contents, features, and functionality — including but not limited to all information, software, text, displays, images, video, audio, and the design, selection, and arrangement thereof — are owned by Duce Namazi LLC, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade-secret, and other intellectual-property or proprietary-rights laws. The Duce Namazi name, the Duce Namazi LLC name and logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.

5.2 Ownership of Deliverables

Unless otherwise expressly agreed in a written Statement of Work, the following principles govern the ownership of deliverables produced in connection with the Services. All pre-existing materials, methodologies, frameworks, tools, templates, software code, and intellectual property owned or developed by the Company prior to or independently of the Services engagement — referred to as Company Background IP — shall remain the exclusive property of Duce Namazi LLC. The Company hereby grants to the Client a perpetual, non-exclusive, non-transferable, royalty-free license to use any Company Background IP that is incorporated into deliverables, solely for the Client's internal business purposes and solely to the extent necessary to use the deliverables for their intended purpose. All materials, documents, designs, specifications, reports, and other works specifically created by the Company for the Client and delivered as part of the Services — referred to as Custom Deliverables — shall be the property of the Client upon full payment of all fees due for the Services engagement, subject to the Company's retained rights in the Company Background IP. The Company retains a perpetual, non-exclusive, royalty-free license to use generic ideas, concepts, know-how, methodologies, and techniques learned or developed in the course of providing the Services, provided that such use does not disclose the Client's Confidential Information.

5.3 Copyright Infringement Notification

Duce Namazi LLC respects the intellectual property rights of others, and we expect Users of the Website to do the same. If you believe that any Content on the Website infringes your copyright, you may submit a notification to our Designated Copyright Agent at the contact information provided in Clause 16. Your notification must comply with the requirements of the Digital Millennium Copyright Act — 17 U.S.C. Section 512 — and must include: a physical or electronic signature of a person authorized to act on behalf of the owner of the allegedly infringed right; identification of the copyrighted work claimed to have been infringed; identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material on the Website; information reasonably sufficient to permit us to contact you, such as an address, telephone number, and email address; and a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the allegedly infringed right. Upon receipt of a valid notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged Content from the Website.

6. User-Submitted Content

6.1 Scope of User Content

The Website may include functionality that allows Users to submit, transmit, or upload content, data, or materials to the Company, including through contact forms, email links, consultation-request forms, file-upload interfaces, and similar mechanisms. Any information, data, documents, files, or other materials that you voluntarily provide to the Company through these channels shall be deemed User Content for the purposes of these Terms. You retain all right, title, and interest in and to your User Content, subject only to the limited license you grant to the Company as described in this clause.

6.2 License to User Content

By submitting, uploading, or transmitting User Content to the Company through the Website or any associated communication channel, you grant to Duce Namazi LLC a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, store, process, adapt, modify, translate, and distribute such User Content solely for the purpose of operating the Website, responding to your inquiries, evaluating your needs, delivering the Services, and fulfilling the Company's obligations under these Terms and any applicable Statement of Work. This license is granted solely for the limited purposes stated herein and does not authorize the Company to use your User Content for any other commercial purpose, including marketing or advertising, without your prior written consent.

6.3 Representations About User Content

You represent and warrant to Duce Namazi LLC that: you own or have the necessary licenses, rights, consents, and permissions to submit the User Content and to grant the license described in sub-clause 6.2; your User Content does not infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, moral right, right of privacy, right of publicity, or any other intellectual property or proprietary right of any third party; your User Content does not contain any material that is defamatory, libelous, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; and your User Content does not contain any viruses, malware, or other harmful code. The Company reserves the right, but assumes no obligation, to monitor, review, filter, or remove any User Content that, in the Company's sole discretion, violates these Terms or is otherwise inappropriate.

6.4 No Obligation to Preserve

Duce Namazi LLC does not guarantee that any User Content you submit will be preserved indefinitely or maintained in any particular format. The Company is not responsible for maintaining a backup or archive of User Content, and you should retain your own copies of any materials you submit. The Company may delete or remove User Content from its systems at any time, for any reason, without notice to you, including after the termination of your relationship with the Company or the expiration of applicable data-retention periods as described in the Company's Privacy Policy.

7. Professional Services Engagements

7.1 Engagement Formation

No Services engagement between you and Duce Namazi LLC shall be deemed to exist, and the Company shall have no obligation to perform any Services, unless and until both parties have executed a written Statement of Work, engagement letter, or other mutually agreeable written instrument that defines the scope, deliverables, timeline, and fees applicable to the specific engagement. The Company may, in its discretion, decline to accept any proposed engagement without obligation to state a reason. Any preliminary discussions, consultations, proposals, estimates, or statements of capability — whether made orally, in writing, or through the Website — are for informational and exploratory purposes only and do not constitute an offer, acceptance, contract, or commitment by either party. The Company provides no assurance that the Services proposed, discussed, or outlined in any preliminary communication will be available, appropriate, or suitable for your particular needs until a formal SOW has been agreed and executed.

7.2 Scope of Services

The specific scope, deliverables, milestones, acceptance criteria, timeline, and fees for any Services engagement shall be defined exclusively in the applicable Statement of Work. The Company shall perform the Services described in each SOW in a professional and workmanlike manner, consistent with industry standards applicable to Computer Systems Design and Related Services, and in accordance with the specifications and requirements set out in the SOW. The Company makes no representation or warranty — express or implied — that the Services will achieve any particular business outcome, performance improvement, cost reduction, or other result, unless such outcome is expressly identified as a deliverable in the SOW and the SOW includes objective metrics for measuring its achievement. The Company may engage subcontractors or third-party specialists to assist in the performance of the Services, provided that the Company remains fully responsible for the quality and performance of any subcontracted work.

7.3 Client Obligations in Service Engagements

The Client acknowledges and agrees that the Company's ability to perform the Services effectively depends in significant part on the Client's timely and complete cooperation. Accordingly, the Client agrees to perform the following obligations: provide the Company with accurate, complete, and timely information concerning the Client's existing systems, infrastructure, networks, applications, and business requirements to the extent relevant to the Services; grant the Company such access to the Client's facilities, systems, and personnel as may be reasonably necessary for the performance of the Services; designate a primary point of contact within the Client's organization who has authority to make decisions and provide approvals on behalf of the Client with respect to the Services; review and respond to Company inquiries, deliverables, and requests for approval within the timeframes specified in the SOW or, if not specified, within a reasonable period; and ensure that the Client's environment meets any minimum technical requirements communicated by the Company as a prerequisite for the Services. The Client's failure to fulfill these obligations may result in delays, additional costs — which shall be borne by the Client — or the Company's inability to complete the Services. The Company shall not be liable for any failure to perform attributable to the Client's non-performance of its obligations under this sub-clause.

7.4 Change Orders

Either party may propose changes to the scope, deliverables, timeline, or fees set out in an SOW. No proposed change shall be effective unless and until both parties have agreed to it in writing through a formal change-order document. If the Client requests a change to the scope or deliverables, the Company shall prepare a written estimate of the impact on timeline and fees, and the change shall become binding only upon the Client's written acceptance of the estimate. The Company shall not be obligated to proceed with any change until a signed change order is in place. If the Company believes that a Client request, instruction, or requirement constitutes a change to the scope, the Company shall notify the Client promptly and may suspend work on the affected portion of the Services pending resolution of the scope question. The parties shall negotiate in good faith to resolve any scope disagreements.

8. Fees, Payment, and Invoicing

8.1 Fee Structure

The fees for Services shall be set forth in the applicable Statement of Work and may be structured as fixed-price project fees, time-and-materials rates, retainer-based monthly fees, milestone-based payments, or any combination thereof as the parties may agree. All fees are stated and payable in United States Dollars unless otherwise expressly specified. The Company reserves the right to adjust its standard hourly and project rates from time to time, but any such adjustment shall not affect an existing SOW unless the SOW expressly provides for rate adjustments or the adjustment is agreed through a change order.

8.2 Invoicing and Payment Terms

Unless otherwise specified in the SOW, the Company shall invoice the Client for Services on a monthly basis for time-and-materials engagements, or according to the milestone schedule specified in the SOW for fixed-price engagements. Each invoice shall set forth a description of the Services performed, the period during which they were performed or the milestone achieved, and the amount due. Payment of undisputed invoices is due within thirty calendar days of the invoice date. Late payments shall bear interest at the rate of one and one-half percent per month — or the maximum rate permitted by applicable law, whichever is less — calculated from the due date until the date of payment. The Client shall be responsible for all costs of collection — including reasonable attorneys' fees and court costs — incurred by the Company in connection with the collection of overdue amounts.

8.3 Expenses

Unless otherwise specified in the SOW, the Client shall reimburse the Company for all reasonable, pre-approved, out-of-pocket expenses incurred in connection with the performance of the Services, including but not limited to travel, lodging, meals, shipping, and third-party software or hardware procurement costs. The Company shall obtain the Client's prior written approval for any individual expense exceeding an amount to be specified in the SOW. The Company shall provide receipts or other reasonable documentation for all reimbursable expenses upon request.

8.4 Taxes

All fees stated in any SOW are exclusive of applicable taxes, unless otherwise expressly stated. The Client shall be responsible for all sales, use, value-added, goods-and-services, withholding, and similar taxes — other than taxes based on the Company's net income — levied or imposed in connection with the Services. If the Company is required to pay any such tax on the Client's behalf, the Client shall reimburse the Company for such payment promptly upon demand. If the Client claims an exemption from any tax, the Client shall provide the Company with a valid tax-exemption certificate or other documentation sufficient to establish the exemption prior to the issuance of the relevant invoice.

8.5 Disputed Invoices

If the Client in good faith disputes any portion of an invoice, the Client must notify the Company in writing within fifteen calendar days of the invoice date, specifying the nature and amount of the dispute and providing reasonably detailed supporting information. The Client shall pay the undisputed portion of the invoice by the due date. The parties shall work in good faith to resolve the disputed portion within thirty calendar days. If the dispute cannot be resolved within that period, either party may invoke the dispute-resolution procedures set forth in Clause 14. No payment obligation shall be excused on the basis of an invoice dispute that is not raised within the fifteen-day period specified in this sub-clause.

9. Confidentiality Obligations

9.1 Duty of Confidentiality

During the course of the parties' relationship, each party may disclose Confidential Information to the other. The Receiving Party agrees to hold the Disclosing Party's Confidential Information in strict confidence and to use it only for the purpose of performing its obligations or exercising its rights under these Terms and any applicable SOW. The Receiving Party shall protect the Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. The Receiving Party shall limit access to the Confidential Information to those of its employees, officers, contractors, and agents who have a need to know the information in connection with the purposes described above and who are bound by confidentiality obligations at least as protective as those set forth in this clause.

9.2 Exclusions from Confidentiality

The obligations set forth in sub-clause 9.1 shall not apply to information that: is or becomes generally available to the public other than as a result of a breach of these Terms by the Receiving Party; was in the Receiving Party's possession, free of any confidentiality obligation, prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not known by the Receiving Party to be bound by a confidentiality obligation with respect to the information; or is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's written records. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that — to the extent legally permissible — the Receiving Party gives the Disclosing Party prompt notice of such requirement and reasonably cooperates with the Disclosing Party's efforts to seek a protective order or other appropriate remedy.

9.3 Return or Destruction of Confidential Information

Upon the termination or expiration of the parties' relationship, or upon the Disclosing Party's earlier written request, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all tangible materials containing the Disclosing Party's Confidential Information and all copies thereof, and shall certify in writing that it has done so. The Receiving Party may retain one copy of the Confidential Information solely to the extent required by applicable law, regulation, or professional-standards obligations, or for archival purposes in accordance with the Receiving Party's routine electronic-backup procedures, provided that any retained Confidential Information shall remain subject to the confidentiality obligations set forth in this clause for so long as it is retained.

9.4 Injunctive Relief

Each party acknowledges that any breach of the confidentiality obligations set forth in this clause may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, each party shall be entitled to seek injunctive relief — including temporary restraining orders and preliminary and permanent injunctions — to prevent or restrain any actual or threatened breach of this clause, without the necessity of posting a bond or proving actual damages.

10. Disclaimers and Limitation of Liability

10.1 Website Disclaimer

THE WEBSITE AND ALL CONTENT, INFORMATION, MATERIALS, AND FUNCTIONALITY AVAILABLE THROUGH THE WEBSITE ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT ANY REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DUCE NAMAZI LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE, RELIABLE, OR COMPLETE; THAT DEFECTS IN THE WEBSITE WILL BE CORRECTED; OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK, AND YOU ASSUME FULL RESPONSIBILITY FOR ANY LOSS, DAMAGE, OR HARM RESULTING FROM YOUR USE.

10.2 Services Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN AN APPLICABLE STATEMENT OF WORK, DUCE NAMAZI LLC PROVIDES ALL SERVICES ON AN AS IS BASIS AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL ACHIEVE ANY SPECIFIC BUSINESS RESULT, PERFORMANCE IMPROVEMENT, COST SAVING, OR OTHER OUTCOME NOT EXPRESSLY IDENTIFIED AS A DELIVERABLE IN THE SOW. THE COMPANY'S ADVICE, RECOMMENDATIONS, AND DELIVERABLES ARE BASED ON INFORMATION PROVIDED BY THE CLIENT AND ON OBSERVATIONS MADE DURING THE ENGAGEMENT, AND THE COMPANY CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION OR THE ABSENCE OF UNDETECTED CONDITIONS THAT MAY AFFECT THE SERVICES.

10.3 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DUCE NAMAZI LLC, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND — INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITIES, LOST SAVINGS, BUSINESS INTERRUPTION, DAMAGE TO GOODWILL, OR DAMAGE TO REPUTATION — ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, THE SERVICES, OR ANY STATEMENT OF WORK, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT — INCLUDING NEGLIGENCE — STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE COMPANY WAS ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S TOTAL, CUMULATIVE, AND AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR THE SERVICES — WHETHER IN CONTRACT, TORT, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF THE TOTAL FEES ACTUALLY PAID BY YOU TO THE COMPANY DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM, OR ONE HUNDRED UNITED STATES DOLLARS — $100.00 — IN THE CASE OF CLAIMS ARISING SOLELY FROM YOUR USE OF THE WEBSITE WITHOUT A SERVICES ENGAGEMENT.

10.4 Exceptions and Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental, consequential, or certain other types of damages. In such jurisdictions, the exclusions and limitations set forth in this clause shall apply to the maximum extent permitted by applicable law. Nothing in these Terms shall limit or exclude the Company's liability for death or personal injury caused by the Company's negligence; for fraud or fraudulent misrepresentation; or for any other liability that cannot be limited or excluded under applicable law. The limitations and exclusions set forth in this clause represent a fundamental element of the basis of the bargain between you and the Company, and the Company would not make the Website or the Services available to you without such limitations and exclusions. This clause shall survive the termination or expiration of these Terms and any Services engagement.

11. Indemnification

11.1 Indemnification by the User

You agree to defend — at the Company's option — indemnify, and hold harmless Duce Namazi LLC, its members, managers, officers, employees, contractors, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, investigations, liabilities, damages, losses, judgments, settlements, costs, and expenses — including reasonable attorneys' fees and court costs — arising out of or relating to: your breach of any provision of these Terms, including any of your representations and warranties; your use of the Website or the Services in a manner not authorized by these Terms or in violation of applicable law; your User Content, including any claim that your User Content infringes, misappropriates, or violates any intellectual property, privacy, or other right of a third party; your gross negligence, willful misconduct, or fraud; or any claim brought by a third party arising from your acts or omissions in connection with your use of the Website or the Services. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company, and you agree to cooperate with the Company's defense of such claims. You shall not settle any claim that imposes any obligation, admission, or liability on the Company without the Company's prior written consent, which shall not be unreasonably withheld.

11.2 Indemnification by the Company

Subject to the limitations of liability set forth in Clause 10, Duce Namazi LLC agrees to defend, indemnify, and hold harmless the Client from and against any third-party claim that the Custom Deliverables — as defined in Clause 5 — infringe a United States copyright, trademark, or trade secret of such third party, provided that the Client gives the Company prompt written notice of the claim; permits the Company to assume sole control of the defense and settlement of the claim; provides all reasonable information and assistance requested by the Company in connection with the defense; and has not compromised or settled the claim without the Company's prior written consent. If any Custom Deliverable is found to infringe a third-party intellectual property right, or if the Company reasonably believes that such a finding is likely, the Company may, at its option and expense: procure for the Client the right to continue using the affected Custom Deliverable; modify the Custom Deliverable to make it non-infringing while preserving substantially equivalent functionality; replace the Custom Deliverable with a non-infringing alternative having substantially equivalent functionality; or if none of the foregoing is commercially reasonable, terminate the Services engagement with respect to the affected Custom Deliverable and refund to the Client the fees paid specifically attributable to that deliverable, depreciated on a straight-line basis over a useful life of three years. The Company shall have no indemnification obligation under this sub-clause to the extent that a claim arises from the Client's modification of a Custom Deliverable without the Company's authorization; the Client's combination of a Custom Deliverable with products, services, or materials not supplied by the Company where the infringement would not have occurred but for such combination; the Client's use of a Custom Deliverable in a manner inconsistent with the applicable documentation or the terms of the SOW; or the Client's failure to implement a non-infringing update or replacement provided by the Company at no additional cost.

12. Third-Party Links and Resources

12.1 Third-Party Websites

The Website may contain links to third-party websites, services, or resources that are not owned or controlled by Duce Namazi LLC. These links are provided solely for your convenience and do not constitute an endorsement, sponsorship, or recommendation by the Company of any third party, its website, its products, or its services. The Company has no control over, and assumes no responsibility for, the content, privacy policies, terms of service, or practices of any third-party websites or services. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage, loss, or injury caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any third-party website or service. You access and use third-party websites and services entirely at your own risk, and you should review the applicable terms and policies — including privacy and data-gathering practices — of any third-party website to which you navigate from the Website.

12.2 Third-Party Products and Services

In the course of providing the Services, the Company may recommend, specify, or integrate third-party hardware, software, or services as part of a proposed solution. Any such third-party products or services are subject to the respective manufacturer's or provider's warranties, terms, and conditions. The Company disclaims all responsibility and liability for the performance, reliability, security, or suitability of any third-party product or service, even if recommended or specified by the Company. The Client's acquisition and use of any third-party product or service is at the Client's own risk and is governed exclusively by the agreement between the Client and the third-party provider.

13. Term and Termination

13.1 Term of Terms

These Terms shall commence on the date you first access the Website or engage the Services and shall continue in full force and effect until terminated in accordance with this clause. With respect to your use of the Website, these Terms apply for as long as you continue to access or use the Website. With respect to any Services engagement, these Terms apply for the duration of the engagement as specified in the applicable SOW and shall survive thereafter to the extent provided in sub-clause 13.4.

13.2 Termination by the User

You may terminate your agreement to these Terms at any time by permanently ceasing all use of the Website. For Services engagements, you may terminate any SOW by providing written notice to the Company as specified in the SOW. If the SOW does not specify termination provisions, you may terminate a Services engagement by providing the Company with at least thirty calendar days' prior written notice. Upon such termination, you shall pay the Company for all Services performed and expenses incurred through the effective date of termination, plus any applicable early-termination fees specified in the SOW. If no early-termination fee is specified, you shall pay a reasonable termination fee equal to the Company's documented, non-recoverable costs incurred in connection with the terminated engagement.

13.3 Termination by the Company

Duce Namazi LLC may terminate or suspend your access to the Website, or may terminate any Services engagement, immediately and without prior notice or liability, under any of the following circumstances: you breach any provision of these Terms or any SOW and fail to cure the breach — if curable — within ten calendar days of receiving written notice of the breach from the Company; you fail to pay any undisputed invoice within the payment period specified in the SOW, after the Company has provided notice of the overdue payment and a further five-business-day period to cure; you engage in any conduct that the Company reasonably determines is likely to expose the Company to legal liability, regulatory action, or reputational harm; you become insolvent, file a petition for bankruptcy, have a petition for bankruptcy filed against you that is not dismissed within sixty days, make an assignment for the benefit of creditors, or cease business operations; or the Company determines, in its sole discretion, that your continued access to the Website or continued receipt of Services would be inconsistent with the Company's business interests or professional obligations. The Company may also terminate or suspend the Website, in whole or in part, at any time without notice for any reason, including for maintenance, upgrades, or discontinuation of the service.

13.4 Survival

The termination or expiration of these Terms shall not relieve either party of any obligation or liability that accrued prior to the effective date of termination. The following clauses — and any other provisions of these Terms that by their nature should survive termination — shall survive termination or expiration: Clause 1 (Definitions and Interpretation), Clause 5 (Intellectual Property Rights), Clause 9 (Confidentiality Obligations), Clause 10 (Disclaimers and Limitation of Liability), Clause 11 (Indemnification), Clause 13.4 (Survival), Clause 14 (Governing Law and Dispute Resolution), and Clause 15 (General Provisions). All payment obligations incurred prior to termination shall survive termination and remain due and payable in accordance with their terms.

13.5 Effect of Termination

Upon termination, all rights and licenses granted to you under these Terms shall immediately cease, and you shall immediately discontinue all use of the Website. You shall promptly return or destroy — at the Company's option — all Company Confidential Information in your possession and shall certify such return or destruction in writing upon the Company's request. The Company shall invoice you for all outstanding fees and expenses incurred through the effective date of termination, and you shall pay such invoice within the period specified therein. Each party shall fulfill any post-termination obligations specified in the applicable SOW, including cooperation in the transition of work to another provider if so requested by the Client. The Company shall deliver to the Client all Custom Deliverables — as defined in Clause 5 — completed and paid for as of the effective date of termination, in the format and medium customarily used by the Company for such deliverables.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Website, or the Services — including any non-contractual disputes or claims — shall be governed by and construed in accordance with the laws of the State of Utah, United States of America, without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Utah. The United Nations Convention on Contracts for the International Sale of Goods — the CISG — shall not apply to these Terms or to any Services engagement. The Uniform Computer Information Transactions Act — UCITA — as enacted in any jurisdiction shall not apply to these Terms or to any Services engagement.

14.2 Informal Dispute Resolution

Before initiating any formal legal proceeding, each party agrees to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms — referred to as a Dispute — through informal negotiation. The party raising a Dispute shall provide the other party with a written notice describing the nature and basis of the Dispute and the specific relief sought. Upon receipt of such notice, the parties shall designate representatives with authority to settle the Dispute, and those representatives shall meet — in person or by videoconference — within thirty calendar days to attempt to resolve the Dispute through good-faith negotiation. All communications during this informal negotiation period shall be treated as confidential settlement discussions and shall not be admissible in any subsequent proceeding except to the extent necessary to establish that a party complied with this pre-litigation procedure.

14.3 Binding Arbitration

If the parties are unable to resolve a Dispute through informal negotiation within sixty calendar days of the initial notice, the Dispute shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association — the AAA — in accordance with its Commercial Arbitration Rules and, where applicable, its Supplementary Procedures for Consumer-Related Disputes. The arbitration shall be conducted by a single arbitrator mutually agreed by the parties or, if the parties cannot agree within twenty days, appointed by the AAA in accordance with its rules. The seat of arbitration shall be Salt Lake City, Utah, and the arbitration shall be conducted in the English language. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award, including injunctive relief, specific performance, and the award of attorneys' fees and costs to the prevailing party as permitted by applicable law. The arbitrator's award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The parties agree to keep the existence, content, and outcome of any arbitration confidential, except as necessary to enforce the award or as required by applicable law.

14.4 Exceptions to Arbitration

Notwithstanding the arbitration requirement set forth in sub-clause 14.3, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent or restrain the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, or the actual or threatened breach of confidentiality obligations, without first engaging in the informal negotiation and arbitration procedures described in this clause. For the avoidance of doubt, claims within the jurisdiction of a small-claims court — where the amount in controversy does not exceed the jurisdictional limit of that court — may be brought in that court in lieu of arbitration.

14.5 Waiver of Jury Trial and Class Actions

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR THE SERVICES. EACH PARTY FURTHER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS — WHETHER IN ARBITRATION OR IN COURT — SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR SHALL NOT HAVE AUTHORITY TO CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR TO PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. IF THIS CLASS-ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THE PARTIES AGREE THAT THE DISPUTE SHALL PROCEED IN COURT RATHER THAN IN ARBITRATION.

15. General Provisions

15.1 Severability

If any provision or portion of a provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving as closely as possible the original intent of the parties. If such modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect. The invalidity, illegality, or unenforceability of any provision in any jurisdiction shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction.

15.2 Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. A waiver of any provision of these Terms shall be effective only if made in writing and signed by the party granting the waiver. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

15.3 Assignment

You may not assign, delegate, sublicense, or otherwise transfer any of your rights or obligations under these Terms — whether voluntarily, involuntarily, by operation of law, or otherwise — without the prior written consent of Duce Namazi LLC, which consent may be withheld in the Company's sole discretion. Any attempted assignment, delegation, or transfer in violation of this sub-clause shall be null and void. The Company may assign, delegate, or transfer these Terms, in whole or in part, without your consent, including to an affiliate or to a successor in connection with a merger, acquisition, consolidation, reorganization, or sale of all or substantially all of the Company's assets or equity. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

15.4 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein — express or implied — is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. No person or entity other than you and Duce Namazi LLC shall have any right to enforce any provision of these Terms.

15.5 Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms — except for payment obligations — if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, flood, fire, earthquake, tsunami, explosion, war, invasion, hostilities — whether war is declared or not — terrorist threats or acts, riot, civil commotion, rebellion, revolution, insurrection, military or usurped power, epidemic, pandemic, public health emergency, quarantine restrictions, governmental actions — including laws, regulations, orders, embargoes, or blockades — national or regional emergency, strikes, labor stoppages or slowdowns, industrial disturbances, interruption or failure of utility services, failure of the internet or third-party telecommunications networks, denial-of-service attacks, or other cyberattacks. The party affected by a force-majeure event shall provide the other party with prompt written notice of the event and its anticipated duration and shall use reasonable efforts to mitigate the effects of the event and to resume performance as soon as reasonably practicable. If a force-majeure event continues for more than sixty consecutive calendar days, either party may terminate any affected Services engagement by written notice to the other party, without liability for such termination except for payment for Services rendered and expenses incurred prior to the date of termination.

15.6 Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Duce Namazi LLC is an independent contractor in the performance of all Services, and neither party has the authority to bind the other or to incur any obligation on the other's behalf except as expressly authorized in writing. The Company retains the right to determine the method, manner, and means by which the Services are performed, subject to the specifications and requirements set forth in the applicable SOW.

15.7 Notices

All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under these Terms — collectively, Notices — shall be in writing and shall be delivered by personal delivery, by a nationally recognized overnight courier service — with all fees prepaid — by certified or registered mail — return receipt requested, postage prepaid — or by email with confirmed receipt. Notices to Duce Namazi LLC shall be addressed to the Company at 1847 East Dimple Dell Road, Sandy, Utah 84092-4541, United States of America, or by email to care@ducenamazi.buzz. Notices to you shall be sent to the physical address or email address you provided to the Company. Either party may change its address for notice by providing notice of the change to the other party in accordance with this sub-clause. Notices sent by personal delivery or overnight courier shall be deemed given when delivered; notices sent by certified or registered mail shall be deemed given three business days after deposit; and notices sent by email shall be deemed given when the email is sent, provided that the sender does not receive an automated failure-of-delivery notification within twenty-four hours. If a notice would be deemed given on a day that is not a business day — being a day other than Saturday, Sunday, or a federal holiday in the United States — the notice shall be deemed given on the next business day.

15.8 Electronic Communications

When you visit the Website, send emails to any @ducenamazi.buzz email address, or submit forms through the Website, you are communicating with the Company electronically. You consent to receive communications from the Company electronically, including through email and through notices posted on the Website. You agree that all agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law. You are responsible for maintaining a valid email address on file with the Company and for ensuring that communications from the Company are not blocked by spam filters or other email-management tools.

15.9 Construction and Interpretation

The parties acknowledge that these Terms were drafted jointly through the efforts of both parties — the Company having prepared the initial draft and you having had the opportunity to review, propose modifications, and negotiate its provisions — and accordingly, the rule of construction that a document shall be construed against the drafting party shall not apply. The language used in these Terms shall be deemed to be the language chosen by both parties to express their mutual intent, and no rule of strict construction shall be applied against any party. Any heading, caption, or section title contained in these Terms is inserted for convenience of reference only and shall not affect the meaning or interpretation of these Terms.

16. Contact Information

16.1 General Inquiries

For questions, comments, or concerns about these Terms of Service, the Website, or the Services, or to submit any notice required or permitted under these Terms, please contact Duce Namazi LLC using the following contact details. We endeavor to respond to all inquiries within two business days of receipt.

16.2 Legal Process and Service

Any subpoena, summons, complaint, or other legal process directed to Duce Namazi LLC must be served at the Company's principal place of business at the address set forth above. Service by email alone without physical delivery to the Company's business address shall not constitute effective service of process unless expressly accepted in writing by an authorized representative of the Company. Legal notices related to intellectual-property infringement claims, including DMCA notifications, should be sent to the email address provided above with the subject line Legal Notice — Intellectual Property.

16.3 Feedback

Duce Namazi LLC welcomes feedback, comments, and suggestions for improvements to the Website and the Services. You may submit feedback through any of the contact channels listed above. By submitting feedback, you acknowledge and agree that: the feedback is provided voluntarily and without expectation of compensation; the Company shall have the unrestricted right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such feedback — in whole or in part — for any purpose without compensation to you; and the Company shall have no obligation to keep any feedback confidential or to respond to or implement any suggestion contained in the feedback. The Company values your input and considers all feedback as part of its commitment to continuous improvement in the delivery of Computer Systems Design and Related Services.