Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using our website and services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. These Terms constitute a legally binding agreement between you and GEF RESEARCH LLC.

If you are using our services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" in these Terms will refer to both you individually and the organization.

2. Description of Services

GEF Research provides professional computer systems design and related technical services, including but not limited to:

• Computer integrated systems design and implementation
• Management and technical consulting services
• Architectural and engineering services for technology projects
• Scientific research and development services
• Specialized design services
• Professional, scientific, and technical consulting

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, with or without notice, and without liability to you.

3. Eligibility and Account Registration

3.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our services. By using our services, you represent and warrant that you meet these eligibility requirements.

3.2 Account Registration

Certain features of our services may require you to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account

You may not transfer your account to another person or entity without our prior written consent.

4. Use of Services

4.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our services for your internal business purposes.

4.2 Acceptable Use

You agree to use our services only for lawful purposes and in accordance with these Terms. You agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Use our services for any fraudulent, abusive, or illegal activity
• Interfere with or disrupt the integrity or performance of our services
• Attempt to gain unauthorized access to our systems or networks
• Transmit viruses, malware, or other harmful code
• Collect or harvest information about other users without consent
• Impersonate any person or entity or misrepresent your affiliation
• Engage in any activity that could damage our reputation or business
• Reverse engineer, decompile, or disassemble any aspect of our services
• Use automated systems or software to extract data from our website
• Remove, alter, or obscure any proprietary notices on our services

4.3 Prohibited Activities

You may not use our services to:

• Compete with our business or develop competing products or services
• Benchmark our services against competing services
• Resell, sublicense, or redistribute our services without authorization
• Create derivative works based on our services

5. Client Engagements and Professional Services

5.1 Service Agreements

Specific professional services will be governed by separate written agreements ("Service Agreements") that detail the scope of work, deliverables, timelines, fees, and other terms. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement will prevail with respect to the specific services covered.

5.2 Client Responsibilities

When engaging our professional services, you agree to:

• Provide timely access to necessary information, systems, and personnel
• Respond promptly to requests for feedback and approvals
• Ensure the accuracy and completeness of information provided to us
• Comply with all applicable laws and regulations
• Maintain appropriate backups of your data and systems

5.3 Project Delays

We are not responsible for delays or failures in performance resulting from circumstances beyond our reasonable control, including client delays in providing necessary information or approvals.

6. Fees and Payment

6.1 Pricing

Fees for our services will be specified in the applicable Service Agreement or as otherwise communicated to you. All fees are in U.S. dollars unless otherwise stated.

6.2 Payment Terms

Unless otherwise specified in a Service Agreement:

• Invoices are due within 30 days of the invoice date
• Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
• You are responsible for all taxes, duties, and fees associated with your purchase
• All fees are non-refundable unless otherwise stated in a Service Agreement

6.3 Suspension for Non-Payment

We reserve the right to suspend or terminate your access to services if payment is not received when due. Suspension or termination for non-payment does not relieve you of your obligation to pay outstanding fees.

7. Intellectual Property Rights

7.1 Our Intellectual Property

All content, features, and functionality of our website and services, including but not limited to text, graphics, logos, images, software, and documentation, are owned by GEF Research or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

7.2 Client Materials

You retain all rights to materials, data, and information you provide to us ("Client Materials"). By providing Client Materials, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Materials solely to provide services to you.

7.3 Work Product

Ownership of work product created under a Service Agreement will be governed by the terms of that agreement. In the absence of specific provisions, custom work product created specifically for you will be owned by you upon full payment, while our pre-existing materials, methodologies, and tools remain our property.

7.4 Feedback

If you provide us with feedback, suggestions, or ideas about our services, you grant us an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback without compensation or attribution to you.

8. Confidentiality

8.1 Confidential Information

Each party may have access to confidential information of the other party. "Confidential Information" includes business, technical, financial, and other proprietary information that is marked as confidential or would reasonably be considered confidential.

8.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information only for purposes of the business relationship
• Limit disclosure to employees and contractors with a need to know
• Protect Confidential Information with the same degree of care used for its own confidential information, but no less than reasonable care

8.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without confidentiality obligations
• Must be disclosed pursuant to law or court order

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that we will perform services in a professional and workmanlike manner consistent with industry standards. Specific warranties for professional services will be detailed in the applicable Service Agreement.

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR A SERVICE AGREEMENT, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

WE DO NOT WARRANT THAT:

• Our services will meet your specific requirements or expectations
• Our services will be uninterrupted, timely, secure, or error-free
• The results obtained from using our services will be accurate or reliable
• Any errors or defects will be corrected

10. Limitation of Liability

10.1 Limitation on Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GEF RESEARCH, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OR INABILITY TO USE OUR SERVICES.

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE THOUSAND DOLLARS ($1,000).

10.3 Exceptions

The limitations in this Section do not apply to:

• Your breach of intellectual property rights
• Your violation of applicable laws
• Your indemnification obligations
• Liability that cannot be excluded or limited by law

11. Indemnification

You agree to indemnify, defend, and hold harmless GEF Research, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use of our services
• Your violation of these Terms
• Your violation of any rights of another party
• Your violation of applicable laws or regulations
• Client Materials you provide to us

12. Term and Termination

12.1 Term

These Terms remain in effect while you use our services or maintain an account with us.

12.2 Termination by You

You may terminate your account at any time by contacting us at contact@gef.lat. Termination does not relieve you of obligations to pay outstanding fees.

12.3 Termination by Us

We may suspend or terminate your access to our services immediately, without prior notice or liability, for any reason, including if you breach these Terms.

12.4 Effect of Termination

Upon termination:

• Your right to use our services immediately ceases
• We may delete your account and data
• Provisions that by their nature should survive termination will survive, including intellectual property rights, disclaimers, limitations of liability, and dispute resolution provisions

13. Dispute Resolution

13.1 Informal Resolution

Before filing a claim, you agree to contact us at contact@gef.lat to attempt to resolve the dispute informally. We will attempt to resolve disputes in good faith.

13.2 Governing Law

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

13.3 Jurisdiction and Venue

Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Ventura County, California, and you consent to personal jurisdiction and venue in such courts.

13.4 Arbitration

For disputes that cannot be resolved informally, you agree that disputes will be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be conducted in Ventura County, California. Each party will bear its own costs and fees.

13.5 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any Service Agreements, constitute the entire agreement between you and GEF Research regarding our services and supersede all prior agreements and understandings.

14.2 Amendments

We reserve the right to modify these Terms 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 changes are posted constitutes acceptance of the modified Terms.

14.3 Waiver

Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by us.

14.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

14.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

14.6 Force Majeure

Neither party will 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.

14.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

14.8 Notices

Notices to you may be sent to the email address associated with your account. Notices to us should be sent to contact@gef.lat.

14.9 Export Compliance

You agree to comply with all applicable export and import laws and regulations. You represent that you are not located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country.

15. Contact Information

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

16. Acknowledgment

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