Terms of Service

Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you and SDC BUILT INC, a company incorporated in the United States, operating the Sharp Build brand and service at www.sharpbuild.autos. By accessing our website, requesting our services, or entering into a service agreement with us, you agree to be bound by these Terms of Service and all applicable laws and regulations.

These Terms of Service apply to all visitors, users, clients, and others who access or use our website or professional services. They should be read in conjunction with our Privacy Policy, which is incorporated herein by reference.

Services Description

SDC BUILT INC provides professional computer systems design and related technical services through its Sharp Build brand. Our services include, but are not limited to:

• Computer systems integration and architecture design
• IT infrastructure planning, design, and deployment
• Technical consulting and strategic technology advisory
• Cybersecurity solutions design and implementation
• Cloud architecture, migration, and optimization
• Custom software development and systems automation
• Network design and telecommunications infrastructure
• Ongoing system monitoring, maintenance, and support

The specific scope, deliverables, timeline, and pricing for any service engagement will be defined in a separate written Statement of Work, Service Agreement, or Master Services Agreement executed between you and SDC BUILT INC. In the event of any conflict between these Terms of Service and a specific service agreement, the terms of the specific service agreement shall prevail with respect to that engagement.

We reserve the right to modify, suspend, or discontinue any service at any time with reasonable notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of services.

Use of Website

You are granted a limited, non-exclusive, non-transferable license to access and use our website for your personal and business informational purposes. This license does not include any right to:

• Resell or commercially exploit any content on the website
• Collect or harvest any information from the website using automated means
• Use data mining, robots, scraping, or similar automated data gathering methods
• Download or copy account information for the benefit of another merchant
• Use the website in any way that could damage, disable, overburden, or impair our servers or networks

Prohibited Conduct

You agree not to engage in any of the following prohibited activities when using our website:

• Violating any applicable local, state, national, or international law or regulation
• Transmitting any material that is defamatory, obscene, offensive, or otherwise objectionable
• Attempting to gain unauthorized access to any part of our website or systems
• Impersonating any person or entity, or falsely stating or misrepresenting your affiliation
• Interfering with or disrupting the integrity or performance of the website
• Introducing viruses, malware, or other harmful computer code
• Engaging in any conduct that restricts or inhibits anyone's use or enjoyment of the website

Intellectual Property

All content on the Sharp Build website, including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of SDC BUILT INC or its content suppliers and is protected by United States and international copyright laws.

The SDC BUILT INC and Sharp Build trademarks, service marks, trade names, and logos displayed on this website are registered and unregistered marks of SDC BUILT INC. Nothing on this website should be construed as granting any license or right to use any trademark without the prior written permission of SDC BUILT INC.

Client Work Product

Unless otherwise specified in a written service agreement, deliverables created by SDC BUILT INC specifically for a client engagement will be owned by the client upon full payment of all applicable fees. SDC BUILT INC retains ownership of all pre-existing intellectual property, tools, frameworks, methodologies, and general know-how used in delivering services.

SDC BUILT INC reserves the right to reference completed projects in its portfolio, marketing materials, and case studies, unless the client has specifically requested in writing that such references be withheld.

Service Engagements

Engagement of our professional services is formalized through a written agreement. Before any substantive work commences, both parties will execute a Statement of Work or equivalent document that specifies the scope of services, project milestones, deliverables, timelines, and applicable fees.

Client Responsibilities

Successful project delivery requires your active participation. You agree to:

• Provide accurate, complete, and timely information necessary for us to perform the services
• Designate a primary point of contact with appropriate authority to make decisions
• Make required approvals and decisions within agreed timeframes
• Grant access to systems, facilities, and personnel as reasonably necessary
• Review and provide feedback on deliverables within specified review periods

Scope Changes

Any material changes to the agreed project scope must be documented in a written Change Order. Scope changes may affect project timelines and fees. SDC BUILT INC reserves the right to adjust pricing and timelines in response to approved scope changes.

Acceptance of Deliverables

Deliverables will be deemed accepted if you fail to provide written notification of any defects or non-conformities within the review period specified in the applicable service agreement. Acceptance constitutes your agreement that the deliverables conform to the agreed specifications.

Payment Terms

Payment terms for professional services will be specified in the applicable service agreement. Unless otherwise agreed in writing, the following standard terms apply:

• Invoices are payable within 30 days of the invoice date
• Project engagements may require an upfront deposit as specified in the Statement of Work
• Late payments may be subject to interest charges at the maximum rate permitted by applicable law
• You are responsible for all applicable sales, use, or other taxes related to the services
• All fees are quoted in United States dollars unless otherwise stated

SDC BUILT INC reserves the right to suspend or terminate services if payments are not received in accordance with the agreed payment schedule. Suspended services will be resumed upon receipt of all outstanding amounts.

All fees are non-refundable unless otherwise explicitly agreed in writing or required by applicable law. If you believe an invoice contains an error, you must notify us in writing within 15 days of the invoice date.

Confidentiality

During the course of service engagements, each party may receive or have access to confidential information belonging to the other party. Both SDC BUILT INC and you agree to:

• Hold all confidential information in strict confidence using reasonable care
• Use confidential information only for the purposes of the service engagement
• Not disclose confidential information to third parties without prior written consent
• Notify the disclosing party promptly of any unauthorized disclosure or access

These confidentiality obligations do not apply to information that is or becomes publicly known through no breach of these terms, information independently developed without reference to the confidential information, or information that is required to be disclosed by law or court order.

Confidentiality obligations survive the termination of any service agreement for a period of three years, unless a separate non-disclosure agreement specifies a different period.

Disclaimer of Warranties

THE WEBSITE AND ITS CONTENT ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SDC BUILT INC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

SDC BUILT INC does not warrant that the website will be uninterrupted, error-free, or free of viruses or other harmful components. We do not warrant the accuracy, completeness, or reliability of any content on the website.

With respect to professional services, SDC BUILT INC warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Any specific warranties applicable to service engagements will be stated in the applicable service agreement.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SDC BUILT INC, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OUR WEBSITE OR SERVICES.

IN NO EVENT WILL THE TOTAL LIABILITY OF SDC BUILT INC TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL AMOUNT PAID BY YOU TO SDC BUILT INC IN THE TWELVE MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. In such jurisdictions, the above limitations will apply to the maximum extent permitted by law.

Indemnification

You agree to defend, indemnify, and hold harmless SDC BUILT INC and its officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with:

• Your access to or use of our website or services
• Your violation of these Terms of Service
• Your violation of any third-party rights, including intellectual property rights
• Any content you submit, post, or transmit through our website
• Your negligence, willful misconduct, or fraud

SDC BUILT INC reserves the right to assume exclusive defense and control of any matter subject to indemnification by you, at your expense. You agree to cooperate with our defense of such claims.

Termination

SDC BUILT INC may terminate or suspend your access to our website at any time, with or without cause or notice, effective immediately. We may also terminate or suspend any service engagement in accordance with the terms specified in the applicable service agreement.

Grounds for immediate termination include, but are not limited to, breach of these Terms of Service, fraudulent activity, non-payment, or conduct that may harm SDC BUILT INC or other parties.

Upon termination of any service engagement, all provisions of these Terms of Service that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Upon termination, you must immediately cease all use of any SDC BUILT INC confidential information and, at our request, return or destroy all materials containing such information.

Governing Law and Dispute Resolution

These Terms of Service and any disputes arising hereunder will be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

Any legal action or proceeding arising out of or relating to these Terms of Service or our services will be brought exclusively in the state or federal courts located in Marin County, California. You consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

Informal Dispute Resolution

Before initiating any formal legal proceeding, both parties agree to attempt in good faith to resolve any dispute through direct negotiation. Either party may initiate informal dispute resolution by providing written notice to the other party describing the dispute in reasonable detail. The parties agree to negotiate in good faith for a period of 30 days from such notice before pursuing formal legal remedies.

Changes to Terms

SDC BUILT INC reserves the right to modify these Terms of Service at any time. We will provide notice of material changes by posting the updated terms on our website with a revised effective date. For significant changes, we may also provide more prominent notice.

Your continued use of our website or services after any changes to these Terms of Service constitutes your acceptance of the revised terms. If you do not agree to the modified terms, you must discontinue your use of the website and services.

Changes to Terms of Service will not retroactively apply to service engagements that were in progress at the time of the change, unless both parties agree in writing to incorporate the updated terms into the existing engagement.

Contact Us

If you have questions about these Terms of Service, wish to report a violation, or need to contact us for any legal matters, please reach out using the following information: