Terms of Service

Agreement to Terms

These Terms of Service constitute a legally binding agreement between you and SMG CONSTRUCTION LLC (doing business as SMG Build) concerning your access to and use of our website, services, and any related applications or platforms. By accessing or using our services, you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree with any part of these terms, you must discontinue use of our services immediately.

Definitions

For purposes of these Terms of Service:

• Company, We, Us, or Our refers to SMG CONSTRUCTION LLC, operating as SMG Build, located at 26 Blackberry Rd, Danbury, CT 06811-3815, United States.
• Services refers to all computer systems design, technical consulting, research and development, and related professional services provided by the Company.
• Website refers to www.smgbuild.lat and all associated web properties.
• Client, You, or Your refers to the individual, company, or organization accessing or using our services.
• Agreement refers to these Terms of Service together with any service agreements, statements of work, or contracts entered into between you and the Company.

Services Overview

SMG CONSTRUCTION LLC provides professional computer systems design and related technical services, including but not limited to:

• Computer integrated systems design and architecture
• Management and technical consulting services
• Scientific research and development services
• Specialized design services
• IT infrastructure planning and implementation
• Software development and integration
• Technical support and maintenance

Specific services, deliverables, timelines, and fees will be outlined in separate service agreements or statements of work.

Eligibility and Account Registration

To use our services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal authority to enter into binding contracts
• Provide accurate, current, and complete information when requested
• Maintain the security of your account credentials
• Notify us immediately of any unauthorized use of your account

We reserve the right to refuse service, terminate accounts, or cancel orders at our sole discretion.

Service Agreements and Statements of Work

Engagement of our professional services requires execution of a separate service agreement or statement of work that will specify:

• Scope of services and deliverables
• Project timeline and milestones
• Fees, payment terms, and expenses
• Intellectual property rights
• Confidentiality obligations
• Warranties and limitations of liability
• Termination provisions

In the event of any conflict between these Terms of Service and a specific service agreement, the service agreement shall prevail with respect to the services covered by that agreement.

Fees and Payment

Service Fees

Fees for our services will be specified in the applicable service agreement or statement of work. Unless otherwise agreed in writing, all fees are quoted in United States Dollars (USD).

Payment Terms

Payment terms will be specified in your service agreement. Standard payment terms include:

• Invoices are payable within 30 days of invoice date unless otherwise specified
• Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
• We reserve the right to suspend services for accounts with overdue balances
• You are responsible for all costs of collection, including reasonable attorney fees

Expenses

Unless otherwise agreed, you will reimburse us for reasonable out-of-pocket expenses incurred in connection with providing services, including travel, accommodation, and third-party costs.

Intellectual Property Rights

Our Intellectual Property

All content, materials, methodologies, tools, software, and intellectual property developed by us prior to or independent of our engagement with you remain our exclusive property. This includes but is not limited to:

• Proprietary methodologies and frameworks
• Software tools and utilities
• Templates and documentation
• Trademarks, service marks, and branding

Work Product

Ownership of work product created specifically for you under a service agreement will be addressed in that agreement. Typically:

• Custom deliverables created specifically for your project will be transferred to you upon full payment
• We retain the right to use general knowledge, skills, and experience gained during the engagement
• We may retain copies of work product for our records and quality assurance purposes

License to Use Website

We grant you a limited, non-exclusive, non-transferable license to access and use our website for its intended purposes. You may not:

• Modify, copy, or create derivative works of our website content
• Reverse engineer or attempt to extract source code
• Remove or alter any proprietary notices
• Use our website for any unlawful purpose

Confidentiality

Both parties acknowledge that they may have access to confidential information during the course of our relationship. Each party agrees to:

• Maintain the confidentiality of all proprietary and confidential information
• Use confidential information only for the purposes of the engagement
• Protect confidential information with the same degree of care used to protect its own confidential information
• Not disclose confidential information to third parties without prior written consent
• Return or destroy confidential information upon request or termination of the relationship

Confidential information does not include information that is publicly available, independently developed, or rightfully obtained from third parties.

Warranties and Disclaimers

Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the necessary skills, expertise, and resources to perform the services
• Services will comply with applicable laws and regulations
• We have the right to provide the services and deliverables

Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN A SERVICE AGREEMENT, OUR SERVICES AND WEBSITE ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM
• WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION
• THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED

Some jurisdictions do not allow the exclusion or limitation of certain damages, so these limitations may not apply to you.

Indemnification

You agree to indemnify, defend, and hold harmless SMG CONSTRUCTION LLC, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorney fees) arising out of or related to:

• Your use of our services or website
• Your violation of these Terms of Service
• Your violation of any rights of third parties
• Your negligence or willful misconduct
• Information or materials you provide to us

Term and Termination

Term

These Terms of Service remain in effect while you use our website or services. Service agreements will specify their own term and renewal provisions.

Termination

Either party may terminate a service agreement in accordance with its termination provisions. We may suspend or terminate your access to our website immediately, without notice, for:

• Violation of these Terms of Service
• Non-payment of fees
• Fraudulent or illegal activity
• Conduct that may harm our reputation or business

Effect of Termination

Upon termination:

• Your right to use our services and website immediately ceases
• You remain obligated to pay all fees and expenses incurred prior to termination
• Provisions regarding confidentiality, intellectual property, warranties, limitations of liability, and indemnification survive termination

Dispute Resolution

Governing Law

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

Dispute Resolution Process

In the event of any dispute arising out of or relating to these Terms of Service or our services:

• The parties will first attempt to resolve the dispute through good faith negotiations
• If negotiations fail, the parties may pursue mediation before a mutually agreed mediator
• If mediation is unsuccessful, disputes may be resolved through binding arbitration or litigation as specified in the service agreement

Jurisdiction and Venue

You agree to submit to the personal jurisdiction of the state and federal courts located in Connecticut for any actions not subject to arbitration.

General Provisions

Entire Agreement

These Terms of Service, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and SMG CONSTRUCTION LLC regarding the subject matter herein.

Amendments

We reserve the right to modify these Terms of Service at any time. We will notify you of material changes by posting the updated terms on our website and updating the Last Updated date. Your continued use of our services after such changes constitutes acceptance of the modified terms.

Severability

If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Waiver

Our failure to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision.

Assignment

You may not assign or transfer these Terms of Service or any rights hereunder without our prior written consent. We may assign our rights and obligations without restriction.

Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

Independent Contractors

The relationship between you and SMG CONSTRUCTION LLC is that of independent contractors. Nothing in these Terms of Service creates a partnership, joint venture, agency, or employment relationship.

Acceptable Use Policy

You agree not to use our website or services to:

• Violate any applicable laws or regulations
• Infringe upon the rights of others
• Transmit harmful, offensive, or inappropriate content
• Interfere with or disrupt our services or servers
• Attempt to gain unauthorized access to our systems
• Collect or harvest information about other users
• Engage in any fraudulent or deceptive practices
• Impersonate any person or entity

Contact Information

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

Acknowledgment

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE OUR SERVICES.