Terms of Service

1. Introduction

Welcome to ACORN GRAPHICS LLC. These Terms of Service (the Terms) constitute a legally binding agreement between you (referred to as the Client, you, or your) and ACORN GRAPHICS LLC (referred to as the Company, we, us, or our), a technology services firm specializing in Computer Systems Design and Related Services within the Professional, Scientific, and Technical Services sector. The Company is located at 371 W Industrial Dr, Pleasant Grove - 84062-2646, United States (US).

These Terms govern your access to and use of our website located at https://www.acorngraphics.lol, any related subdomains or digital platforms operated by the Company, and the professional technology services we provide, including but not limited to computer systems architecture, network design and implementation, cloud and hybrid integration, cybersecurity engineering, data management and analytics, and technical consulting.

By accessing our website or engaging our services, you agree to be bound by these Terms in their entirety. If you do not agree to all of the terms and conditions set forth herein, you are not authorized to use our website or services and must discontinue access immediately. These Terms may be supplemented by a separate written service agreement or statement of work applicable to specific projects.

2. Acceptance of Terms

Your use of the website and services constitutes your unconditional acceptance of these Terms. You acknowledge that you have read these Terms, understand them, and agree to be legally bound by them. This acceptance extends to all amendments, modifications, and updates to these Terms that may be posted from time to time.

If you are using the website or services on behalf of an organization, company, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, references to you or the Client in these Terms shall refer to both you as an individual and the entity you represent, jointly and severally.

Your continued use of the website or services following the posting of any changes to these Terms constitutes your acceptance of those changes. If you do not agree to the updated Terms, you must stop using the website and services and notify us of the termination of any ongoing engagements in accordance with the cancellation provisions set forth in these Terms.

3. Eligibility

To access or use our website and services, you must meet all of the following eligibility criteria. You must be at least eighteen years of age and capable of entering into a legally binding contract under the laws of your jurisdiction. You must not be a person barred from receiving services under the laws of the United States or any other applicable jurisdiction. If you are registering on behalf of a business entity, you must be duly authorized to enter into agreements on behalf of that entity.

By using the website or services, you represent and warrant that you meet all of the eligibility requirements described above. The Company reserves the right to verify your eligibility at any time and to refuse service, terminate accounts, or cancel engagements if it determines, in its sole discretion, that you do not satisfy these criteria or that your use of the services would violate any applicable law or regulation.

Our website and services are not intended for individuals under the age of eighteen, and we do not knowingly collect personal information from minors. If you are under eighteen years of age, you are expressly prohibited from using our website and must not submit any information through our digital channels.

4. Description of Services

ACORN GRAPHICS LLC provides professional computer systems design and integration services to businesses and organizations. Our core service offerings include computer systems architecture and engineering, network design, implementation, and optimization, cloud and hybrid infrastructure integration, cybersecurity assessments and security engineering, data management, warehousing, and analytics solutions, and technology consulting and strategic advisory services.

The specific scope, deliverables, timeline, and pricing for any professional engagement will be set forth in a separate written service agreement, statement of work, or project proposal signed by both parties. These Terms provide the general framework that applies to all interactions with the Company, while individual service agreements address the particulars of each project.

We reserve the right to modify, suspend, or discontinue any aspect of our services, including the website, at any time without prior notice. We also reserve the right to decline service to any person or entity for any reason not prohibited by law. Descriptions of services on our website are for informational purposes only and do not constitute a binding offer to provide those services.

5. Client Accounts

In order to access certain features of our services or to manage your engagement with the Company, you may be required to create a client account or provide registration information. When you create an account, you agree to provide accurate, current, and complete information about yourself or your organization, and to maintain and promptly update that information to keep it accurate, current, and complete.

You are solely responsible for maintaining the confidentiality of your account credentials, including your username, password, and any authentication tokens or API keys used to access our services. You agree to accept responsibility for all activities that occur under your account, whether authorized by you or not. You must notify us immediately of any unauthorized use of your account or any other breach of security.

The Company reserves the right to suspend or terminate your account at any time if it has reason to believe that the information you provided is inaccurate, incomplete, or fraudulent, or if your account is being used in violation of these Terms or any applicable law. You may deactivate your account at any time by contacting us through the channels listed in the Contact Information section.

6. Client Obligations and Conduct

As a client of ACORN GRAPHICS LLC, you agree to fulfill certain obligations that are essential to the successful delivery of our services and the maintenance of a professional working relationship. You agree to provide timely and accurate information that we reasonably request in connection with the services, to grant us access to your systems, facilities, and personnel as needed to perform the agreed-upon work, and to designate a point of contact who is authorized to make decisions on your behalf regarding the engagement.

When using our website or communicating with our team, you agree not to engage in any conduct that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of the privacy of another, or otherwise objectionable. You agree not to transmit any material that contains software viruses, malware, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.

You also agree not to attempt to gain unauthorized access to any portion of our website or systems, to interfere with or disrupt the website or servers connected to it, to forge headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through our services, or to use any automated means, such as robots, crawlers, or data mining tools, to download or scrape data from our website without our prior written consent.

7. Intellectual Property Rights

All content, materials, and features available on our website, including but not limited to text, graphics, logos, button icons, images, audio clips, video clips, data compilations, software, and the design, selection, and arrangement thereof, are the exclusive property of ACORN GRAPHICS LLC or its content suppliers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The trademarks, service marks, trade names, logos, and branding elements displayed on our website (collectively the Marks) are registered and unregistered trademarks of the Company or third parties. Nothing on our website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Mark without the prior written permission of the Mark owner. You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any content from our website without our express prior written consent.

With respect to deliverables created during the course of a professional engagement, ownership of intellectual property rights in work product shall be determined by the terms of the applicable service agreement or statement of work. Unless otherwise specified in a written agreement, the Company retains ownership of all pre-existing materials, tools, methodologies, and frameworks used in the performance of services, while the Client retains ownership of its confidential information and pre-existing materials provided to the Company.

8. Submissions and Feedback

Any questions, comments, suggestions, ideas, proposals, designs, or other information or materials that you submit to us through our website, via email, or by any other means (collectively Submissions) shall be considered non-confidential and non-proprietary, unless otherwise expressly agreed in a separate written confidentiality agreement signed by both parties. By making a Submission, you grant the Company a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use, reproduce, modify, adapt, publish, translate, distribute, and display the Submission in any media for any purpose.

You represent and warrant that you own or otherwise control all rights to any Submissions you make, that the Submissions are accurate and do not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party, and that the Submissions are not defamatory, obscene, or otherwise unlawful.

Feedback provided to the Company about our services, website, or business practices is appreciated and welcomed. However, by submitting feedback, you acknowledge that the Company may use that feedback to improve its offerings without any obligation to compensate you or to treat the feedback as confidential. If you wish to submit feedback under terms of confidentiality or compensation, you must execute a separate written agreement with the Company before submitting the feedback.

9. Payment Terms

Fees for professional services provided by ACORN GRAPHICS LLC shall be set forth in the applicable service agreement, statement of work, or project proposal. Unless otherwise specified in the governing service agreement, the following general payment terms apply. All fees are quoted and payable in United States Dollars (USD). Invoices are issued on a schedule specified in the service agreement and are due within thirty calendar days from the date of invoice unless a different payment period is specified.

Late payments may be subject to interest charges at the rate of 1.5 percent per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date payment is received in full. The Client shall be responsible for reimbursing the Company for all reasonable costs incurred in collecting any past-due amounts, including legal fees and court costs.

All fees are exclusive of applicable taxes, levies, and duties, including sales tax, use tax, value-added tax, and withholding tax, which shall be the responsibility of the Client. If the Company is required to pay any such taxes on behalf of the Client, the Client shall reimburse the Company for those amounts upon demand. The Client may not withhold payment of any invoice based on disputes regarding a portion of the invoice; undisputed portions shall be paid when due, and disputed amounts shall be resolved separately in good faith.

10. Cancellation and Termination

Either party may terminate a professional engagement by providing written notice in accordance with the termination provisions specified in the applicable service agreement. In the absence of specific termination provisions in a service agreement, either party may terminate an engagement upon thirty calendar days of prior written notice to the other party.

Upon termination, the Client shall pay the Company for all services performed and expenses incurred through the effective date of termination at the rates and on the terms set forth in the applicable service agreement. The Company shall deliver to the Client all work product completed through the termination date, provided that the Client has made all required payments for such work product.

The Company reserves the right to terminate or suspend access to its website or services immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms, if you fail to pay amounts when due, if your conduct creates a safety risk or legal liability for the Company, or if required by applicable law or regulatory authority. Provisions of these Terms that by their nature should survive termination, including intellectual property rights, disclaimers, limitations of liability, indemnification, and governing law, shall survive termination.

11. Disclaimer of Warranties

The website and all services provided by ACORN GRAPHICS LLC are provided on an AS IS and AS AVAILABLE basis, without any representations or warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, the Company expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from the course of dealing, course of performance, or usage of trade.

The Company does not warrant that the website will operate uninterrupted, secure, or error-free; that any defects or errors will be corrected; that the website or the servers that make it available are free of viruses or other harmful components; that the content and information available through the website is accurate, complete, reliable, or current; or that the results obtained from the use of the services will meet your expectations or requirements.

Any material downloaded or otherwise obtained through the use of the website or services is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from the Company or through the website shall create any warranty not expressly stated in these Terms.

12. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall ACORN GRAPHICS LLC, its officers, directors, employees, agents, contractors, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including but not limited to damages for loss of profits, loss of revenue, loss of data, loss of goodwill, loss of use, business interruption, or cost of procurement of substitute goods or services, however caused and under any theory of liability, whether based in contract, tort (including negligence), strict liability, or otherwise, arising out of or in connection with your use of or inability to use the website or services, even if the Company has been advised of the possibility of such damages.

Notwithstanding anything to the contrary in these Terms, the aggregate liability of the Company for any and all claims arising out of or relating to these Terms or the services, whether based in contract, tort, statute, or any other legal theory, shall not exceed the total amount of fees actually paid by you to the Company under the applicable service agreement during the twelve-month period immediately preceding the event giving rise to such liability. If no fees have been paid, the aggregate liability of the Company shall not exceed one hundred United States dollars ($100.00).

The limitations of liability set forth in this section shall apply to the fullest extent permitted by law in the applicable jurisdiction. Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations may not apply to you. In such jurisdictions, the liability of the Company shall be limited to the greatest extent permitted by law.

13. Indemnification

You agree to defend, indemnify, and hold harmless ACORN GRAPHICS LLC and its officers, directors, shareholders, employees, agents, contractors, successors, and assigns from and against any and all claims, demands, causes of action, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and court costs) arising out of or related to any of the following: your use of or access to the website or services; your violation of any provision of these Terms; your violation of any applicable law or regulation; your infringement or misappropriation of any intellectual property or other right of any third party; your gross negligence, fraud, or willful misconduct; or any claim that content or materials you submitted caused damage to a third party.

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate fully with the Company in asserting any available defenses. You shall not settle any claim that requires the Company to admit liability, pay money, or take or refrain from taking any action without the prior written consent of the Company.

14. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them or their subject matter, whether in contract, tort, statute, or otherwise, shall be governed by and construed in accordance with the laws of the State of Utah, United States of America, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms or any transactions conducted hereunder.

Any dispute, controversy, or claim arising out of or relating to these Terms or the services provided by the Company shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Utah County, Utah, before a single arbitrator mutually agreed upon by the parties. The arbitration proceedings shall be conducted in English, and the arbitrator shall issue a written decision containing findings of fact and conclusions of law.

Each party shall bear its own costs and expenses in the arbitration, and the parties shall share equally the fees and expenses of the arbitrator and the arbitration administrator, unless the arbitrator determines that the prevailing party is entitled to recover its costs and fees. The arbitration award shall be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights.

To the extent permitted by applicable law, you agree to bring any claim or cause of action arising out of or related to these Terms or the services within one year after the claim or cause of action arises, or such claim or cause of action shall be permanently barred. All claims shall be brought solely in your individual capacity and not as a plaintiff or class member in any purported class action, collective action, or representative proceeding.

15. Changes to Terms

ACORN GRAPHICS LLC reserves the right to modify, amend, or replace these Terms at any time and for any reason in its sole discretion. When we make changes, we will revise the Last Updated date at the top of this page and post the updated Terms on our website. For material changes, we will make reasonable efforts to notify you through a notice on the website or, where we have your contact information, through direct communication.

Your continued use of the website or services following the posting of revised Terms constitutes your acceptance of and agreement to the changes. You are expected to check this page periodically so that you are aware of any changes, as they are binding on you. If you do not agree to the revised Terms, you must stop accessing our website and cease using our services.

Changes to these Terms will not apply retroactively to disputes that arose before the effective date of the changes. For existing service agreements, the version of these Terms in effect at the time the service agreement was executed shall govern the engagement unless the parties mutually agree in writing to apply updated Terms.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms or any service agreement to the extent that such failure or delay is caused by events or circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, floods, fires, earthquakes, epidemics, pandemics, public health emergencies, war, terrorism, civil unrest, riots, labor disputes or strikes, embargoes, government orders, laws or regulations, internet or telecommunications failures, power outages, or any other cause, whether similar or dissimilar to those listed, that is not reasonably within the control of the affected party.

The party affected by a force majeure event shall promptly notify the other party in writing of the nature and expected duration of the event and shall use commercially 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 a period of more than thirty calendar days, either party may terminate the affected service agreement upon written notice to the other party, without liability for such termination.

17. Contact Information

If you have any questions, concerns, or comments about these Terms of Service, or if you need to contact us regarding any matter related to your use of our website or services, you may reach us through the channels listed below. We are committed to addressing all inquiries in a timely and professional manner.

You may contact us through any of the following methods:

• Email: direct@acorngraphics.lol
• Phone: +1 559 987 4999
• Mail: ACORN GRAPHICS LLC, 371 W Industrial Dr, Pleasant Grove - 84062-2646, United States (US)
• Website: https://www.acorngraphics.lol

We encourage you to contact us with any feedback or concerns before initiating any formal legal process. We believe that most issues can be resolved through open communication and good faith discussion. Our team is available during regular business hours, Mountain Time, to assist with your inquiries.

18. Severability and Waiver

If any provision of these Terms is found by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable for any reason, that provision shall be deemed severable from the remaining provisions, and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way. The parties agree that the court or arbitrator should give effect to the intentions reflected in the invalid provision to the fullest extent permitted by law.

The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision, nor shall it prevent the Company from enforcing that right or provision at a later time. A waiver of any breach of these Terms shall not be deemed a waiver of any subsequent breach of the same or any other provision. No waiver shall be effective unless it is in writing and signed by an authorized representative of the Company.

These Terms, together with any applicable service agreement, statement of work, or project proposal executed between the parties, constitute the entire agreement between you and ACORN GRAPHICS LLC regarding your use of the website and services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No modification of these Terms shall be effective unless in writing and signed by an authorized representative of the Company, except as expressly permitted by the Changes to Terms section above.