Terms of Service of Accelerate Data, LLC

Effective Date: January 11, 2025

These Terms of Service ("Terms") govern your access to and use of the services provided by Accelerate Data, LLC ("Accelerate Data," "we," "us," or "our"), including consulting services, software development services, and any related materials or information (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you may not access the Services.

1. Services

Accelerate Data provides consulting and custom software development services to businesses and organizations. The specific scope of services will be outlined in a separate agreement or statement of work ("SOW") between Accelerate Data and the client.

2. Client Responsibilities

Clients are responsible for:

• Providing accurate and complete information to Accelerate Data.
• Cooperating with Accelerate Data in the performance of the Services.
• Providing timely feedback and approvals.
• Ensuring that their use of the Services complies with all applicable laws and regulations.

3. Intellectual Property Rights

• Ownership: Unless otherwise agreed in writing, Accelerate Data retains all intellectual property rights in and to the Services, including any software, deliverables, or other materials created or developed in connection with the Services.
• Client License: Accelerate Data grants the client a non-exclusive, non-transferable license to use the deliverables created specifically for the client as part of the Services, solely for the client's internal business purposes.
• Pre-existing IP: Accelerate Data may utilize pre-existing tools, libraries, or code components in the development of the Services. The client acknowledges that Accelerate Data retains all rights, title, and interest in and to such pre-existing intellectual property.

4. Confidentiality

Both Accelerate Data and the client agree to hold confidential all information disclosed by the other party in connection with the Services, whether marked as confidential or not. This obligation will survive the termination of these Terms.

5. Payment

Payment terms for the Services will be outlined in the SOW or other agreement between Accelerate Data and the client.

6. Termination

Either party may terminate the Services for any reason by providing written notice to the other party. The specific termination provisions will be outlined in the SOW or other agreement.

7. Warranties and Disclaimers

• Services: Accelerate Data warrants that the Services will be performed in a professional and workmanlike manner, using commercially reasonable skill and care.
• Deliverables: Accelerate Data warrants that any deliverables created as part of the Services will be free from material defects for a period of 30 days from the date of delivery.
• Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ACCELERATE DATA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability

IN NO EVENT SHALL ACCELERATE DATA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ACCELERATE DATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCELERATE DATA'S TOTAL LIABILITY TO THE CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY THE CLIENT TO ACCELERATE DATA FOR THE SERVICES GIVING RISE TO THE CLAIM.

9. Indemnification

The client agrees to indemnify and hold harmless Accelerate Data and its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or related to the client's use of the Services or breach of these Terms.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Services shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.

11. Entire Agreement

These Terms constitute the entire agreement between Accelerate Data and the client with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

12. Amendments

Accelerate Data may amend these Terms from time to time. Any amendments will be posted on our website with the updated effective date.

13. Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

14. Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck from these Terms and the remaining provisions shall remain in full force and effect.

15. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, upon the first business day following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed as follows:

16. Contact Us

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