Terms of Service

1. Introduction and Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and eWealthGuide LLC, governing your access to and use of our website located at www.ewealthguide.buzz, our computer systems design and consulting services, and any related applications, content, materials, products, or tools made available by us.

By accessing, browsing, or using our website or services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, our Privacy Policy, and all other operating rules, policies, and procedures that we may publish from time to time. If you do not agree with any provision of these terms, you must discontinue use of our website and services immediately. These terms apply to all visitors, users, clients, and others who access or use our services.

2. Definitions and Interpretation

For purposes of these Terms of Service, the following definitions apply. "Company," "We," "Us," or "Our" refers to eWealthGuide LLC, a limited liability company organized under the laws of the State of Utah, with its principal place of business at 315 E Center St, Heber City, UT 84032-1900, United States. "You," "Your," or "Client" refers to the individual or entity accessing or using our services. "Services" refers to all computer systems design, consulting, and related services provided by eWealthGuide LLC, including but not limited to system architecture design, infrastructure engineering, cybersecurity consulting, API and integration services, technical consulting, cloud migration, DevOps engineering, and any other services described on our website or agreed upon in a separate written agreement.

3. Description of Services

eWealthGuide LLC provides professional computer systems design and related services under NAICS code 5415. Our services encompass the full lifecycle of enterprise computer systems, from initial consultation and requirements analysis to architecture design, implementation, deployment, and ongoing optimization. We specialize in distributed systems architecture, cloud infrastructure engineering, cybersecurity frameworks, API design and integration, data strategy, technical consulting, and DevOps practices.

The specific scope, deliverables, timeline, and fees for any engagement shall be detailed in a separate Statement of Work, Service Agreement, or similar written document executed by both parties. These Terms of Service serve as a general framework governing all interactions with our website and services. In the event of any conflict between these Terms of Service and a separately executed written agreement, the provisions of the separately executed agreement shall prevail.

4. Client Obligations and Responsibilities

As a client or prospective client of eWealthGuide LLC, you agree to provide accurate, current, and complete information as may be reasonably required for us to perform the services. You are responsible for maintaining the confidentiality of any account credentials or access mechanisms we provide, and you agree to notify us immediately of any unauthorized access or use of your account. You agree to cooperate in good faith with our team during the course of any engagement, including making personnel reasonably available for interviews and meetings, providing timely access to systems, data, and documentation necessary for the project, reviewing and responding to deliverables and inquiries within agreed-upon timeframes, and designating a primary point of contact with decision-making authority.

You represent and warrant that any materials, data, code, or intellectual property you provide to us for use in connection with our services does not infringe upon the intellectual property rights of any third party and complies with all applicable laws and regulations.

5. Intellectual Property Rights

5.1 Ownership of Pre-Existing Materials

Each party retains exclusive ownership of all intellectual property rights in materials, software, documentation, methodologies, tools, processes, and know-how that it owned or developed prior to the commencement of the engagement or that it develops independently of the engagement. Nothing in these Terms of Service shall be construed as transferring ownership of pre-existing intellectual property from one party to the other.

5.2 Work Product and Deliverables

Unless otherwise agreed in a separate written Statement of Work, upon full payment of all fees due for the services rendered, we shall assign to you all right, title, and interest in the specific work product, deliverables, code, documentation, designs, and other materials created exclusively for you in the course of the engagement. We retain the right to use general knowledge, skills, experience, ideas, concepts, and know-how gained during the engagement in future work, and we retain ownership of any tools, frameworks, libraries, templates, or methodologies that we develop or utilize in a generalized, non-client-specific form.

5.3 License to Website Content

All content on our website, including text, graphics, logos, images, videos, software, and other materials, is owned by eWealthGuide LLC or its licensors and is protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and view the website content for informational purposes only. You may not reproduce, distribute, modify, create derivative works of, publicly display, or exploit any website content without our prior written consent.

6. Fees, Payment, and Expenses

Fees for our services shall be as set forth in the applicable Statement of Work, Service Agreement, or proposal accepted by you. Unless otherwise specified, all fees are quoted and payable in United States Dollars. Payment terms, including invoicing schedules, due dates, and acceptable payment methods, shall be detailed in the relevant agreement. Late payments may incur interest charges at the lesser of one and one-half percent per month or the maximum rate permitted by applicable law. You shall be responsible for all sales, use, value-added, and other similar taxes applicable to the services, excluding taxes based on our net income.

In addition to our fees, you agree to reimburse us for reasonable out-of-pocket expenses incurred in connection with the performance of the services, provided such expenses are pre-approved by you in writing or within any expense budget established in the applicable agreement. We reserve the right to suspend or terminate services if payment is not received within the agreed-upon timeframe and following reasonable notice to you.

7. Confidentiality and Non-Disclosure

During the course of our relationship, each party may receive or have access to confidential information of the other party. "Confidential Information" means any information, whether oral, written, electronic, or in any other form, 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. Confidential Information includes, but is not limited to, trade secrets, business plans, financial information, customer data, technical specifications, source code, system architectures, security configurations, and project-related communications.

Each party agrees to hold the other party's Confidential Information in strict confidence, to use such information only for the purpose of performing obligations or exercising rights under this agreement, to limit access to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein, and to protect the confidentiality of such 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 obligations of confidentiality shall survive termination of the business relationship and shall continue for a period of three years from the date of disclosure, or indefinitely with respect to trade secrets and any information that constitutes a trade secret under applicable law.

8. Limitation of Liability

To the fullest extent permitted by applicable law, eWealthGuide LLC, its members, managers, officers, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, business interruption, loss of goodwill, or procurement costs of substitute goods or services, whether arising out of contract, tort (including negligence), strict liability, or any other legal theory, and regardless of whether such damages were foreseeable or we were advised of the possibility of such damages.

In no event shall our aggregate liability for any claims arising out of or relating to these Terms of Service or the services provided hereunder exceed the total amount of fees actually paid by you to us during the twelve-month period immediately preceding the event giving rise to the claim. The limitations of liability set forth in this section shall apply even if any remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the limitations above may not apply to you.

9. Disclaimer of Warranties

Our services and website are provided on an "as is" and "as available" basis, without warranties of any kind, either express or implied. To the fullest extent permissible under applicable law, eWealthGuide LLC expressly disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, reliability, and any warranties arising out of course of dealing, course of performance, or usage of trade.

We do not warrant that our services will meet all of your requirements, that the operation of any systems we design or implement will be uninterrupted or entirely error-free, that all defects or security vulnerabilities will be corrected, or that any results obtained from the use of our services will be accurate or reliable. We do not guarantee specific business outcomes, revenue increases, cost savings, or other quantitative results as a consequence of our services. Any reliance you place on information or deliverables provided by us is strictly at your own risk.

10. Indemnification

You agree to indemnify, defend, and hold harmless eWealthGuide LLC and its members, managers, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys fees, arising out of or resulting from your breach of these Terms of Service or any separately executed agreement, your use of our website or services in violation of applicable laws or regulations, any materials, data, or content you provide to us for use in connection with the services, any allegation that such materials, data, or content infringe upon the intellectual property rights of a third party, or your gross negligence or willful misconduct.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of such claims. You shall not settle any matter subject to indemnification without our prior written consent, which shall not be unreasonably withheld.

11. Term and Termination

These Terms of Service shall remain in full force and effect while you access or use our website or services. With respect to any specific engagement, the term shall be as set forth in the applicable Statement of Work or Service Agreement. Either party may terminate a specific engagement for convenience upon the notice period specified in the applicable agreement, or, if no period is specified, upon thirty days prior written notice to the other party.

Either party may terminate an engagement immediately upon written notice if the other party materially breaches these Terms of Service or the applicable agreement and such breach remains uncured for a period of fifteen days following written notice thereof, or if the other party becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of a voluntary or involuntary bankruptcy proceeding.

Upon termination, all fees accrued but unpaid as of the effective date of termination shall become immediately due and payable. Each party shall return or destroy all Confidential Information of the other party within thirty days, subject to any legal or regulatory retention requirements. Provisions concerning confidentiality, intellectual property, limitation of liability, indemnification, and governing law shall survive termination.

12. Website Use and Acceptable Conduct

When using our website, you agree not to engage in any conduct that restricts or inhibits any other user from using or enjoying the website, or that could damage, disable, overburden, or impair the website or interfere with any other party's use of the website. You agree not to use the website for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation. You may not attempt to gain unauthorized access to any portion or feature of the website, any other systems or networks connected to the website, or any of the services offered on or through the website, by hacking, password mining, or any other illegitimate means.

We reserve the right, at our sole discretion and without prior notice, to suspend or terminate your access to the website and to take appropriate legal action against anyone who violates these provisions. We may also report any unlawful activity to appropriate law enforcement authorities and cooperate with such authorities.

13. Third-Party Services and Links

Our website may contain links to third-party websites, services, or resources that are not owned or controlled by eWealthGuide LLC. We have no control over and assume no responsibility for the content, privacy policies, terms of service, or practices of any third-party websites or services. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or services. The inclusion of any link does not imply our endorsement, and we strongly advise you to review the terms and conditions and privacy policies of any third-party website or service that you visit.

14. Amendments to These Terms

We reserve the right, at our sole discretion, to modify or replace these Terms of Service at any time. If a revision is material, we will make reasonable efforts to provide notice prior to any new terms taking effect, including by posting a notice on our website or by sending you an email. What constitutes a material change will be determined at our sole discretion. Your continued use of our website or services after any such modifications constitutes your acceptance of the revised terms. If you do not agree to the new terms, you must discontinue use of our website and services. We recommend that you periodically review these Terms of Service to stay informed of any updates.

15. Force Majeure

Neither party shall be liable for any delay or failure in performance of its obligations under these Terms of Service or any separately executed agreement resulting directly or indirectly from acts of God, acts of civil or military authority, civil disturbance, war, terrorism, strikes or other labor disputes, fires, floods, earthquakes, epidemics, pandemics, transportation or telecommunications failures, interruptions in electrical or other utility services, cyber attacks that are not attributable to the party's failure to implement reasonable security measures, or any other cause beyond the reasonable control of the affected party. The affected party shall provide prompt written notice of the force majeure event and shall use reasonable efforts to resume performance as soon as practicable.

16. Non-Solicitation of Personnel

During the term of any active engagement and for a period of twelve months following the termination or expiration thereof, each party agrees not to directly or indirectly solicit, recruit, or hire any employee or independent contractor of the other party who was materially involved in the performance of the services under the engagement, without the prior written consent of the other party. This restriction shall not apply to general solicitations through public advertisements or to any person who contacts the hiring party on their own initiative without any prior solicitation by the hiring party.

17. Independent Contractor Relationship

The relationship between eWealthGuide LLC and you is that of an independent contractor. Nothing in these Terms of Service or any separately executed agreement shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party shall have the authority to bind or obligate the other party in any manner, to make any representation or warranty on behalf of the other party, or to enter into any contract or commitment in the name of or on behalf of the other party, except as expressly authorized in writing.

18. Governing Law and Dispute Resolution

These Terms of Service and any dispute or claim arising out of or in connection with them, their subject matter, or their formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms.

Any legal suit, action, or proceeding arising out of or relating to these Terms of Service or our services shall be instituted exclusively in the federal courts of the United States or the state courts located in Wasatch County, State of Utah, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

As a precondition to filing any lawsuit, the parties agree to first attempt to resolve any dispute informally by providing written notice of the dispute and engaging in good-faith negotiations for a period of at least thirty days. If the dispute cannot be resolved through informal negotiation, the parties may pursue resolution through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, with the arbitration to take place in Salt Lake City, Utah, unless the parties mutually agree to an alternative location.

19. Waiver and Severability

No waiver by eWealthGuide LLC of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by eWealthGuide LLC to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary such that the remaining provisions of the Terms of Service will continue in full force and effect.

20. Entire Agreement

These Terms of Service, together with our Privacy Policy, any separately executed Statement of Work or Service Agreement, and any other documents expressly incorporated by reference, constitute the sole and entire agreement between you and eWealthGuide LLC with respect to 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 of Service.

21. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, or if you need to provide any notices or communications required or permitted hereunder, please contact us using the information below. We are committed to addressing your inquiries and resolving any concerns in a fair and timely manner.

eWealthGuide LLC
315 E Center St
Heber City, UT 84032-1900
United States

Email: feedback@ewealthguide.buzz
Phone: +1 (779) 999-5971
Website: www.ewealthguide.buzz