Terms of Service

1 Acceptance of Terms

By accessing, browsing, or using the website located at rfdcapital.lat (the Website), or by engaging the computer systems design and related services offered by RFDCapital (the Services), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service (the Terms). These Terms constitute a legally binding agreement between you (whether individually or on behalf of an entity) and RFDA Holdings, LLC, a Utah limited liability company with its principal place of business at 650 N Mill Rd, Heber City, Utah 84032-3087, United States, doing business as RFDCapital.

If you do not agree with any provision of these Terms, you must discontinue your use of the Website and Services immediately. Your continued use of the Website or Services following the posting of any changes to these Terms constitutes acceptance of those changes. We recommend that you review these Terms periodically to stay informed of any updates.

By using the Website, you represent and warrant that you are at least eighteen years of age and that you have the legal capacity to enter into a binding contract. If you are using the Website or Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2 Description of Services

RFDCapital provides computer systems design and related professional technology services, including but not limited to: systems architecture assessment and design, infrastructure planning and deployment strategy, technology integration consulting, technical advisory services, performance optimization analysis, and security architecture review (collectively, the Services).

The specific scope, deliverables, timeline, and fees for any Services engagement shall be defined in a separate written agreement, statement of work, or engagement letter executed by both parties (an Engagement Agreement). In the event of any conflict between these Terms and an Engagement Agreement, the terms of the Engagement Agreement shall govern with respect to the specific engagement described therein.

RFDCapital reserves the right to modify, suspend, or discontinue any aspect of the Website or Services at any time without prior notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Website or Services, except as may be set forth in an active Engagement Agreement.

3 User Obligations and Acceptable Use

You agree to use the Website and Services only for lawful purposes and in accordance with these Terms. You are responsible for ensuring that your use of the Website and Services complies with all applicable local, state, national, and international laws and regulations.

The following activities are expressly prohibited when using the Website or interacting with RFDCapital:

• Attempting to gain unauthorized access to any portion of the Website, the servers on which the Website is hosted, or any other systems or networks connected to the Website;
• Using the Website to transmit any material that contains viruses, Trojan horses, worms, or any other malicious or technologically harmful code;
• Engaging in any activity that interferes with or disrupts the proper functioning of the Website or the servers and networks that support it;
• Attempting to probe, scan, or test the vulnerability of the Website or any associated system or network;
• Using any automated means, including robots, spiders, or scrapers, to access, monitor, or copy any content from the Website without our express written permission;
• Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with any person or entity;
• Using the contact forms or email addresses published on the Website to send unsolicited commercial communications or spam.

RFDCapital reserves the right to investigate and pursue legal action against anyone who violates these acceptable use provisions. We may cooperate with law enforcement authorities in the investigation and prosecution of users who violate these Terms.

4 Intellectual Property Rights

4.1 Website Content

All content published on the Website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, page layout, underlying code, and software, is the property of RFDA Holdings, LLC or its content suppliers and is protected by United States and international copyright, trademark, and other intellectual property laws. The compilation of all content on the Website is the exclusive property of RFDA Holdings, LLC.

4.2 Trademarks

The name RFDCapital, the rfdcapital.lat domain name, and all related names, logos, product and service names, designs, and slogans are trademarks of RFDA Holdings, LLC or its affiliates. You must not use such marks without the prior written permission of RFDA Holdings, LLC. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.

4.3 Limited License

Subject to your compliance with these Terms, RFDCapital grants you a limited, non-exclusive, non-transferable, revocable license to access and view the Website content solely for your personal, non-commercial use. You may print or download portions of the Website content for your own informational purposes, provided that you retain all copyright and proprietary notices. Any other use, including reproduction, modification, distribution, transmission, republication, display, or performance of the Website content, is strictly prohibited without our prior written consent.

4.4 Work Product

Unless otherwise agreed in an Engagement Agreement, all deliverables, reports, designs, recommendations, documentation, code, and other work product created by RFDCapital in the course of providing Services shall remain the property of RFDCapital until full payment for the applicable engagement has been received. Upon receipt of full payment, ownership rights in the work product shall transfer to the client as specified in the Engagement Agreement.

5 Confidentiality

In the course of providing Services, RFDCapital may receive or have access to confidential and proprietary information belonging to you or your organization. Confidential Information means any information, technical data, or know-how disclosed by you to RFDCapital that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

RFDCapital agrees to hold all Confidential Information in strict confidence and to use such information solely for the purpose of performing the Services. We will not disclose Confidential Information to any third party without your prior written consent, except as required by law or as necessary to our employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth in this section.

These confidentiality obligations shall not apply to information that: is or becomes publicly available through no fault of RFDCapital; was already in RFDCapital’s possession without restriction prior to your disclosure; is independently developed by RFDCapital without use of your Confidential Information; or is rightfully obtained by RFDCapital from a third party without restriction.

Upon termination of the Services relationship or upon your written request, RFDCapital will return or securely destroy all Confidential Information in our possession, subject to our right to retain one archival copy for compliance and record-keeping purposes.

6 Limitation of Liability

To the fullest extent permitted by applicable law, RFDA Holdings, LLC, its members, managers, officers, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages of any kind, including but not limited to damages for loss of profits, revenue, business interruption, loss of data, loss of goodwill, or cost of procurement of substitute services, arising out of or in connection with your use of the Website or Services, regardless of the legal theory under which such damages are sought and even if RFDCapital has been advised of the possibility of such damages.

In no event shall the aggregate liability of RFDA Holdings, LLC for any and all claims relating to or arising out of these Terms, the Website, or the Services exceed the total amount of fees actually paid by you to RFDCapital during the twelve-month period immediately preceding the event giving rise to the claim, or one thousand United States dollars (USD $1,000.00), whichever is greater. The existence of multiple claims shall not enlarge this limit.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations set forth above may not apply to you. In such jurisdictions, the liability of RFDA Holdings, LLC shall be limited to the maximum extent permitted by law.

7 Indemnification

You agree to defend, indemnify, and hold harmless RFDA Holdings, LLC, its members, managers, officers, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including reasonable attorneys’ fees) arising out of or related to: your use of and access to the Website or Services; your violation of any provision of these Terms; your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; or any claim that information you provided to RFDCapital caused damage to a third party.

RFDCapital 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 agree to cooperate fully with RFDCapital in asserting any available defenses. You shall not settle any matter subject to indemnification under this section without the prior written consent of RFDCapital.

8 Disclaimer of Warranties

The Website and all content, materials, information, and Services provided through the Website are furnished on an as is and as available basis, without any representations, warranties, or conditions of any kind, either express or implied. To the fullest extent permitted by applicable law, RFDA Holdings, LLC expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing, course of performance, or usage of trade.

Without limiting the foregoing, RFDCapital makes no warranty that: the Website or Services will meet your requirements or expectations; the Website will be available on an uninterrupted, timely, secure, or error-free basis; the results obtained from use of the Website or Services will be accurate, reliable, or complete; or any errors or defects in the Website or Services will be corrected.

No advice or information, whether oral or written, obtained by you from RFDCapital or through the Website shall create any warranty not expressly stated in these Terms. You acknowledge that your use of the Website and any reliance on its content is at your sole risk.

9 Termination

These Terms shall remain in full force and effect while you use the Website or receive Services from RFDCapital. RFDCapital reserves the right to terminate or suspend your access to the Website, without prior notice or liability, for any reason whatsoever, including without limitation if you breach any provision of these Terms.

With respect to Services engagements, termination rights and procedures shall be governed by the applicable Engagement Agreement. In the absence of specific termination provisions in an Engagement Agreement, either party may terminate the engagement upon thirty days’ written notice to the other party. Upon termination, you shall pay RFDCapital for all Services performed and expenses incurred through the effective date of termination.

All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation: intellectual property provisions, confidentiality obligations, warranty disclaimers, indemnification obligations, and limitations of liability.

10 Third-Party Links and Services

The Website may contain links to third-party websites, applications, or services that are not owned or controlled by RFDCapital. 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 RFDCapital 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 third-party websites or services.

We strongly encourage you to read the terms and conditions and privacy policies of any third-party websites or services that you visit. The inclusion of any link on the Website does not imply endorsement by RFDCapital of the linked site or its operator, nor does it imply any association with its operators.

11 Payment Terms

Fees for Services shall be set forth in the applicable Engagement Agreement. Unless otherwise specified in the Engagement Agreement, invoices are due and payable within thirty calendar days from the invoice date. Late payments may accrue interest at the rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is less.

You are responsible for all taxes, duties, and governmental assessments associated with the Services, excluding taxes based on RFDCapital’s net income. If RFDCapital is required to pay any such taxes, duties, or assessments on your behalf, you agree to reimburse RFDCapital for such amounts promptly upon request.

RFDCapital reserves the right to suspend or terminate the provision of Services if any invoice remains unpaid for more than sixty calendar days beyond its due date, provided that RFDCapital has given you at least ten days’ prior written notice of its intent to suspend or terminate.

12 Dispute Resolution

12.1 Informal Resolution

RFDCapital values its client relationships and prefers to resolve disputes amicably. Before initiating any formal legal proceedings, you agree to first contact RFDCapital at support@rfdcapital.lat and attempt to resolve the dispute informally. Both parties shall engage in good-faith negotiations for a period of at least thirty days before either party may pursue other remedies.

12.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, the Website, or the Services that cannot be resolved through informal negotiation shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator in Salt Lake County, Utah. The arbitrator shall have the authority to award the same damages and relief that a court of competent jurisdiction could award, provided that the arbitrator shall not have the authority to award punitive damages except where authorized by statute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

12.3 Class Action Waiver

To the fullest extent permitted by law, you and RFDCapital agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against RFDCapital.

13 Governing Law and Jurisdiction

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any conflict of law principles that would result in the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

For any dispute not subject to arbitration as set forth in Section 12, or for the enforcement of an arbitration award, the parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in the State of Utah. You waive any objection to venue in such courts, including any objection based on forum non conveniens.

14 Modifications to Terms

RFDCapital reserves the right, at its sole discretion, to modify or replace these Terms at any time. When modifications are made, we will update the effective date at the top of this page and post the revised Terms on the Website. For material changes, we will provide additional notice, which may include a prominent notice on the Website, direct email notification to individuals with whom we have an active business relationship, or both.

Your continued use of the Website or Services after the effective date of any revised Terms constitutes your acceptance of the revised Terms. If you do not agree to the new Terms, you must stop using the Website and Services. It is your responsibility to review these Terms periodically for changes.

No modification of these Terms proposed by you, whether in a purchase order, acknowledgment form, or other document, shall be binding on RFDCapital unless expressly agreed to in writing by an authorized representative of RFDA Holdings, LLC.

15 General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Engagement Agreement, constitute the entire agreement between you and RFDCapital concerning your use of the Website and Services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.

15.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions shall continue in full force and effect.

15.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. The failure of RFDCapital to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without the prior written consent of RFDCapital. RFDCapital may assign or transfer these Terms without restriction, including to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

15.5 Force Majeure

RFDCapital shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, utility failures, Internet service disruptions, governmental actions, or epidemics.

15.6 Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between you and RFDCapital. RFDCapital provides Services as an independent contractor.

15.7 Notices

All notices required or permitted under these Terms shall be in writing and delivered by email or recognized courier service. Notices to RFDCapital shall be sent to support@rfdcapital.lat or to the physical address set forth in Section 16. Notices to you may be sent to the email address or physical address you have provided to RFDCapital.

16 Contact Information

For questions, concerns, or notices regarding these Terms of Service, please contact RFDCapital through the channels listed below. We endeavor to respond to all substantive inquiries within three business days.

Email: support@rfdcapital.lat

Phone: +1 (786) 636-3703

Postal Address:
RFDCapital c/o RFDA Holdings, LLC
650 N Mill Rd
Heber City, UT 84032-3087
United States

Website: https://www.rfdcapital.lat

The Website was developed by Bruce Canyon, the founding systems architect of RFDCapital. All content, design, and functionality reflect the professional standards of RFDCapital’s computer systems design and related services practice. We welcome your feedback on these Terms and on any aspect of your experience with RFDCapital.