These Terms of Service (the Terms) constitute a legally binding agreement between you (the Client, you, or your) and Eephus Growth Fund Management, LLC (the Company, we, us, or our), a company organized under the laws of the State of Utah with its principal place of business at 412 W Rivers Edge Dr, Provo - 84604-1538, United States (US). By accessing the website located at https://www.eephusgrowth.autos (the Site), engaging the Company for computer systems design or integrated solutions services, or otherwise interacting with our digital platforms, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.
If you are entering into these Terms on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such case, the terms Client, you, and your shall refer to that entity. If you do not have such authority, or if you do not agree with any provision of these Terms, you must not accept these Terms and may not use the Site or the Services.
These Terms govern your access to and use of the Site, all associated content, functionality, and services offered on or through the Site (collectively, the Services), as well as any professional services engagement entered into between you and the Company through a separate written agreement such as a Statement of Work, Master Services Agreement, or Project Proposal. In the event of any conflict between these Terms and a separately executed written agreement, the terms of the separately executed written agreement shall control with respect to the subject matter thereof.
1. Definitions
For purposes of these Terms, the following capitalized terms shall have the meanings set forth below. Additional definitions may appear elsewhere in these Terms and shall have the meanings ascribed to them in context.
Confidential Information means any non-public information disclosed by one party to the other in connection with the Services, whether in written, oral, electronic, or other form, including but not limited to trade secrets, business plans, customer data, technical specifications, source code, architectural designs, financial information, and security protocols. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms by the receiving party; (b) was rightfully known to the receiving party prior to disclosure without a confidentiality obligation; (c) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; or (d) is rightfully received from a third party without a confidentiality obligation.
Deliverables means all work product, documentation, software, designs, configurations, reports, and other materials created by the Company specifically for the Client in the course of providing the Services, as defined in an applicable Statement of Work or Project Proposal.
Services means the computer systems design, integrated solutions, cloud infrastructure, custom software development, data integration, cybersecurity, and managed IT operations services provided by the Company to the Client, whether as a one-time project or on an ongoing basis, as described in these Terms and any applicable Statement of Work.
Statement of Work or SOW means a written document executed by both parties that describes the specific scope, timeline, deliverables, fees, and other terms for a particular project or engagement.
2. Acceptance of Terms
By accessing the Site in any manner, including browsing, submitting information through any form, or using any interactive feature, you acknowledge that you have read and understood these Terms and agree to be bound by them. Your acceptance is effective as of the date of your first access to the Site and continues for as long as you use the Site or Services.
For professional services engagements, acceptance occurs upon the execution of a Statement of Work by both parties. By signing a SOW, you reaffirm your agreement to these Terms, which are incorporated by reference into the SOW unless expressly modified therein. If you do not agree with any portion of these Terms, you must immediately cease all use of the Site and must not enter into any SOW with the Company.
We reserve the right to update these Terms at any time as described in Section 15. Your continued use of the Site after changes are posted constitutes acceptance of the updated Terms. It is your responsibility to review these Terms periodically for any modifications.
3. Eligibility
You represent and warrant that you are at least eighteen (18) years of age and possess the legal capacity to enter into binding agreements. The Site and Services are intended for use by businesses and professionals in the Computer Systems Design and Related Services industry and the broader Professional, Scientific, and Technical Services sector. The Site is not directed toward individual consumers for personal, family, or household purposes.
If you are using the Site or Services on behalf of a company, partnership, organization, or other legal entity, you represent and warrant that: (a) you are an authorized representative of that entity with the authority to bind the entity to these Terms; (b) the entity is duly organized and validly existing under the laws of its jurisdiction of formation; and (c) the entity agrees to be bound by these Terms as the Client.
The Company reserves the right to refuse service, terminate accounts, or decline engagements at its sole discretion for any reason not prohibited by law, including but not limited to concerns related to creditworthiness, conflicts of interest, or the technical feasibility of requested Services.
4. Scope of Services
The Company provides professional computer systems design and integrated solutions services as described on the Site and in any applicable SOW. The scope of Services for any given engagement shall be defined exclusively in a written SOW executed by both parties, which shall specify the project objectives, expected deliverables, timeline, milestones, fees, payment schedule, and any assumptions, dependencies, or constraints relevant to the engagement.
Services may include but are not limited to: systems architecture assessment and design; cloud infrastructure planning, deployment, and migration; custom software application design and development; data integration, ETL pipeline design, and business intelligence implementation; cybersecurity assessment, threat modeling, and compliance framework alignment; and ongoing managed IT operations including monitoring, incident response, and maintenance.
The Company reserves the right to modify, update, or discontinue any aspect of the Services described on the Site at any time without prior notice. However, once a SOW is executed, the scope of Services for that engagement shall not be modified without a written change order executed by both parties. Any change order shall describe the requested changes, the impact on timeline and fees, and any other material modifications to the original SOW.
5. Client Obligations and Responsibilities
The successful delivery of Services depends on the timely cooperation and participation of the Client. By engaging the Company, you agree to fulfill the following obligations:
Timely Provision of Information and Access: You shall provide the Company with all necessary information, data, documentation, credentials, and system access reasonably required for the performance of the Services. You shall designate a primary point of contact who has the authority to make decisions and provide approvals on behalf of the Client. Delays in providing required information or access may result in corresponding delays in project timelines and additional costs for which the Company shall not be responsible.
Review and Approval: You shall review all Deliverables submitted by the Company within the timeframes specified in the applicable SOW. Timely feedback and approval are essential to maintaining the project schedule. If you fail to respond within the specified review period, the Deliverable shall be deemed approved and the Company may proceed to the next project phase.
Compliance with Laws: You represent and warrant that your use of the Services and any Deliverables shall comply with all applicable federal, state, and local laws, regulations, and industry standards. You are responsible for obtaining any necessary licenses, permits, or regulatory approvals required for your use or deployment of the Deliverables within your business operations.
6. Intellectual Property Rights
Company Ownership: The Company retains all right, title, and interest in and to: (a) all pre-existing intellectual property owned or developed by the Company prior to or independently of the engagement, including proprietary tools, libraries, frameworks, methodologies, templates, and know-how (collectively, Company IP); (b) the Site, its design, layout, look and feel, source code, and all content published on the Site except Client-provided content; and (c) all modifications, enhancements, and derivative works of Company IP created during the engagement.
Client Ownership of Deliverables: Upon full payment of all fees due under the applicable SOW, the Company assigns to the Client all right, title, and interest in and to the Deliverables created specifically for the Client under that SOW, subject to the retained rights of the Company in any Company IP incorporated into such Deliverables. The Company grants the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and distribute any Company IP incorporated into the Deliverables, solely as part of and in connection with the use of the Deliverables.
Client-Provided Materials: The Client retains all right, title, and interest in and to any materials, data, content, or intellectual property provided by the Client to the Company for use in connection with the Services. The Client grants the Company a limited, non-exclusive, royalty-free license to use such materials solely as necessary to perform the Services and deliver the Deliverables under the applicable SOW.
7. Confidentiality
Both parties acknowledge that during the course of the engagement, each may have access to Confidential Information of the other party. Each party agrees to: (a) hold all Confidential Information of the disclosing party in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; (c) use Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms and any applicable SOW; and (d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
These confidentiality obligations shall survive the termination or expiration of these Terms and any SOW for a period of three (3) years. If either party is required by law, court order, or government regulation to disclose Confidential Information of the other party, the receiving party shall, to the extent legally permitted, provide the disclosing party with prompt written notice of the requirement so that the disclosing party may seek a protective order or other appropriate remedy.
8. Payment Terms
Fees and Expenses: The fees for Services shall be set forth in the applicable SOW. Fees may be structured as fixed-price for defined-scope projects, or on a time-and-materials basis at the hourly or daily rates specified in the SOW. In addition to professional fees, the Client shall reimburse the Company for reasonable out-of-pocket expenses incurred in connection with the Services, such as travel, software licenses, and third-party hosting fees, provided such expenses are approved in advance by the Client.
Invoicing and Payment Schedule: Invoices shall be issued according to the schedule specified in the SOW. Unless otherwise stated in the SOW, all invoices are due and payable within thirty (30) calendar days from the date of invoice. Payments shall be made in United States Dollars by wire transfer, ACH, or check to the account or address designated by the Company.
Late Payments: Any amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the due date until the date of payment. The Company reserves the right to suspend Services if payment is more than fifteen (15) days past due, provided the Company has given the Client at least five (5) business days prior written notice of such suspension.
Taxes: Fees are exclusive of all applicable federal, state, and local taxes, levies, and duties. The Client is responsible for paying all such taxes, excluding taxes based on the net income of the Company. If the Company is required to pay any tax for which the Client is responsible, the Client shall reimburse the Company for such amount upon demand.
9. Limitation of Liability
To the fullest extent permitted by applicable law, in no event shall the Company, its officers, directors, employees, agents, subcontractors, or affiliates be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages of any kind, including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or cost of procurement of substitute services, arising out of or in connection with these Terms, the Site, the Services, or any SOW, regardless of the legal theory on which such claim is based (whether in contract, tort including negligence, strict liability, or otherwise), even if the Company has been advised of the possibility of such damages.
The aggregate liability of the Company for all claims arising out of or related to these Terms, the Site, the Services, or any SOW, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to the Company during the twelve (12) month period immediately preceding the event giving rise to the claim. If no fees have been paid, the aggregate liability of the Company shall not exceed one thousand dollars ($1,000.00).
The limitations set forth in this section shall apply notwithstanding the failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this section may not apply to you. In such jurisdictions, the liability of the Company is limited to the greatest extent permitted by law.
10. Indemnification
The Client agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, suits, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable attorney fees and court costs) arising out of or relating to: (a) your use of the Site or Services in violation of these Terms; (b) any content or materials you provide to the Company for use in the Services; (c) your violation of any applicable law, regulation, or third-party right including intellectual property or privacy rights; or (d) any dispute between you and a third party arising from your use of the Services.
The Company shall: (a) provide the Client with prompt written notice of any such claim; (b) grant the Client sole control of the defense and settlement of the claim, provided that the Client shall not enter into any settlement that imposes any obligation or liability on the Company or admits fault on the part of the Company without the prior written consent of the Company; and (c) provide reasonable cooperation and assistance in the defense of the claim, at the expense of the Client.
11. Disclaimer of Warranties
The Site and all Services and Deliverables are provided on an AS IS and AS AVAILABLE basis, without any warranties of any kind, whether express or implied. To the fullest extent permitted by applicable law, the Company expressly disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
The Company does not warrant that: (a) the Site will be uninterrupted, error-free, secure, or available at all times; (b) any errors, defects, or bugs in the Site, Services, or Deliverables will be corrected; (c) the Site, Services, or Deliverables will meet your specific requirements or expectations; (d) the results obtained from the use of the Services or Deliverables will be accurate, reliable, or effective; or (e) the Site is free of viruses, malware, or other harmful components.
No advice, recommendation, or information, whether oral or written, obtained from the Company or through the Site shall create any warranty not expressly stated in these Terms. Any reliance you place on such information is strictly at your own risk.
12. Termination and Suspension
Termination by Either Party: Either party may terminate a SOW for convenience by providing the other party with at least thirty (30) days prior written notice. Upon termination, the Client shall pay for all Services performed through the effective date of termination, including any non-cancelable expenses incurred by the Company in reliance on the SOW. The Company shall deliver to the Client all Deliverables that have been completed and paid for as of the termination date.
Termination for Cause: Either party may terminate a SOW immediately by written notice if the other party materially breaches any provision of these Terms or the SOW and such breach remains uncured for a period of thirty (30) days after receipt of written notice describing the breach in reasonable detail. The Company may also terminate a SOW immediately if the Client: (a) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (b) fails to pay any undisputed invoice within thirty (30) days of the due date after receiving written notice of non-payment.
Suspension of Site Access: The Company reserves the right to suspend or terminate your access to the Site at any time and for any reason, including but not limited to your violation of these Terms, without prior notice or liability.
Survival: The provisions of Sections 6 (Intellectual Property), 7 (Confidentiality), 9 (Limitation of Liability), 10 (Indemnification), 11 (Disclaimer of Warranties), 13 (Dispute Resolution), and 16 (General Provisions) shall survive any termination or expiration of these Terms or any SOW.
13. Dispute Resolution
Negotiation: In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a Dispute), the parties shall first attempt to resolve the Dispute informally through good-faith negotiations. The party raising the Dispute shall provide written notice to the other party describing the nature of the Dispute and the relief sought. The parties shall have thirty (30) days from the date of such notice to attempt to resolve the Dispute through negotiation.
Mediation: If the Dispute is not resolved through negotiation within the thirty-day period, either party may submit the Dispute to mediation administered by a mutually agreed mediation service in Utah County, Utah. The parties shall share equally the costs of the mediator and mediation proceedings. Each party shall bear its own attorney fees and costs associated with mediation.
Arbitration: If the Dispute remains unresolved after mediation, it shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Utah County, Utah, before a single arbitrator mutually selected by the parties. The arbitrator shall have the authority to award any relief that would be available in a court of competent jurisdiction, including injunctive relief, but shall not have the authority to award punitive damages except where permitted by statute. The prevailing party in arbitration shall be entitled to recover its reasonable attorney fees and costs from the non-prevailing party.
Exceptions: Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, including but not limited to the unauthorized disclosure of Confidential Information or infringement of intellectual property rights.
14. Force Majeure
Neither party shall be liable for any failure or delay in performance under these Terms or any SOW to the extent such failure or delay is caused by circumstances beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, floods, earthquakes, hurricanes, fires, epidemics, pandemics, public health emergencies, war, terrorism, civil unrest, riots, labor strikes or lockouts (excluding strikes or lockouts by the own employees of the affected party), utility or telecommunications failures, Internet outages, denial of service attacks or other cyber-attacks, supply chain disruptions, or acts or omissions of governmental authorities including changes in laws, regulations, or orders that materially affect the ability to perform (each, a Force Majeure Event).
The affected party shall: (a) promptly notify the other party in writing of the Force Majeure Event, its expected duration, and the obligations affected; (b) use reasonable commercial efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable; and (c) keep the other party informed of ongoing developments. If a Force Majeure Event continues for a period of more than sixty (60) days, either party may terminate the affected SOW by providing written notice to the other party without liability for such termination.
15. Modifications to Terms
We reserve the right to modify these Terms at any time at our sole discretion. When we make material changes, we will update the Effective Date at the top of this page and may provide additional notice such as by posting a notice on the Site, sending an email to registered users, or through other communication channels. All changes are effective immediately upon posting unless otherwise stated.
It is your responsibility to review these Terms periodically for any updates or changes. Your continued use of the Site after any modifications to these Terms constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must immediately cease all use of the Site and the Services. Changes to these Terms shall not affect any rights or obligations accrued prior to the effective date of the change.
16. General Provisions
Governing Law: These Terms and any Dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any conflict of laws 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.
Entire Agreement: These Terms, together with any applicable SOW and any other documents expressly incorporated by reference, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, understandings, and agreements, whether written or oral, relating to such subject matter.
Assignment: You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of the Company. The Company may assign or transfer these Terms, in whole or in part, without your consent to any affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.
Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the original intent of the parties.
No Waiver: The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any breach of these Terms shall not be construed as a waiver of any subsequent breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or incur obligations on behalf of the other without the prior written consent of the other party.
Notices: All notices required or permitted under these Terms shall be in writing and delivered by personal delivery, certified or registered mail with return receipt requested, or nationally recognized overnight courier service, addressed as follows: (a) if to the Company: Eephus Growth Fund Management, LLC, 412 W Rivers Edge Dr, Provo - 84604-1538, United States (US), with an email copy to inbox@eephusgrowth.autos; and (b) if to you: at the address provided by you in your most recent communication with the Company. Notices delivered personally or by overnight courier shall be deemed effective upon receipt. Notices delivered by certified or registered mail shall be deemed effective three (3) business days after the date of mailing.
Contact: For questions about these Terms, please contact us at inbox@eephusgrowth.autos, by phone at +15417992289, or by mail at the Company address listed above.