These Terms of Service (the Terms) constitute a legally binding agreement between you (whether individually or on behalf of an entity) and TBG ECC JV, LLC, a company organized under the laws of the United States with its principal place of business at 408 15TH St S, Jacksonville Beach, FL 32250-2619 (the Company, we, us, or our). By accessing or using our website located at www.tbgjv.autos (the Site), engaging our computer systems design and related services (the Services), or otherwise interacting with us in a manner governed by these Terms, you agree to be bound by these Terms in full.
If you do not agree to these Terms, you must not access the Site or use the Services. These Terms apply to all visitors, users, clients, and others who access or use the Site or Services.
1. Definitions
For the purposes of these Terms, the following definitions apply:
- Agreement means these Terms of Service together with any statement of work, service agreement, proposal, or order form executed between the parties that references these Terms.
- Client means any individual or entity that has entered into a service agreement or statement of work with the Company.
- Confidential Information means all non-public information disclosed by one party to the other in connection with the Services, whether in writing, orally, or through observation, including but not limited to technical specifications, business plans, customer data, pricing, trade secrets, and proprietary methodologies.
- Deliverables means the tangible and intangible work products, designs, specifications, configurations, documentation, code, diagrams, and other materials created by the Company in the course of performing the Services.
- Intellectual Property Rights means all rights in and to patents, copyrights, trademarks, service marks, trade secrets, moral rights, and any other intellectual property rights recognized under applicable law.
2. Eligibility and Authority
By using the Site or Services, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into a binding contract. If you are entering into these Terms on behalf of an organization or entity, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not have such authority, you may not use the Services on behalf of that organization.
3. Description of Services
TBG ECC JV, LLC provides professional services within the Computer Systems Design and Related Services industry, encompassing the following categories:
- Computer integrated systems design, including specification, architecture, and integration of hardware and software subsystems.
- Technical infrastructure engineering, including data center design, network architecture, storage planning, and power-distribution modeling.
- Embedded and real-time systems development, firmware engineering, and industrial control system integration.
- Data systems architecture, analytics platform design, and machine learning pipeline engineering.
- Cybersecurity architecture, threat modeling, zero-trust design, and firmware supply chain hardening.
- Technical consulting, advisory, due diligence, system audit, and architecture review services.
The specific scope, deliverables, timeline, fees, and acceptance criteria for any engagement shall be set forth in a separate written agreement, statement of work, or proposal executed by both parties. No binding obligation to perform Services arises from the use of the Site alone.
4. Intellectual Property Rights
4.1 Ownership of Deliverables
Unless otherwise agreed in a written statement of work executed by both parties, all Intellectual Property Rights in Deliverables created by the Company during the performance of Services shall be assigned to the Client upon full payment of all fees due for the relevant engagement. This assignment excludes any pre-existing materials, tools, frameworks, libraries, methodologies, or know-how owned or developed by the Company prior to or independently of the engagement (Background IP).
4.2 Background IP
The Company retains all right, title, and interest in and to its Background IP. To the extent Background IP is incorporated into any Deliverable, the Company grants the Client a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use such Background IP solely as necessary to use the Deliverables for their intended purpose.
4.3 Client Materials
The Client retains all Intellectual Property Rights in any materials, data, specifications, or information provided by the Client to the Company. The Client grants the Company a limited, non-exclusive license to use such Client Materials solely for the purpose of performing the Services.
4.4 Site Content
All content on the Site, including but not limited to text, graphics, logos, icons, images, software, and the overall design and arrangement thereof, is owned by or licensed to the Company and is protected by United States and international copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise use any Site content without the prior written consent of the Company.
5. Confidentiality
Each party agrees to hold the other party's Confidential Information in strict confidence and to use such information only for the purpose of performing or receiving the Services. Neither party shall disclose Confidential Information to any third party without the disclosing party's prior written consent, except as required by law or court order. These confidentiality obligations survive termination of these Terms for a period of five years, or indefinitely with respect to trade secrets.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully obtained by the receiving party from a third party without a duty of confidentiality.
6. Fees, Payment, and Taxes
6.1 Fees
Fees for Services shall be specified in the applicable statement of work, proposal, or service agreement. Unless otherwise stated, all fees are quoted and payable in United States Dollars (USD). Fees are non-refundable except as expressly provided in the applicable agreement.
6.2 Payment Terms
Invoices are due and payable within thirty (30) calendar days from the invoice date unless otherwise specified. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. The Company reserves the right to suspend Services if payment is not received within the specified timeframe and remains overdue for more than fifteen (15) days following written notice.
6.3 Taxes
All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments. The Client is responsible for payment of all such taxes, excluding taxes based on the Company's net income, unless the Client provides a valid tax exemption certificate.
7. Client Obligations and Cooperation
The Client agrees to:
- Provide accurate, complete, and timely information necessary for the Company to perform the Services.
- Designate a primary point of contact with decision-making authority for the duration of the engagement.
- Grant the Company reasonable access to systems, environments, personnel, and facilities as required for performance.
- Review and respond to Company deliverables, questions, and requests in a timely manner.
- Maintain appropriate backups of all data and systems prior to and during any engagement.
- Comply with all applicable laws and regulations in connection with its use of the Services.
The Company's ability to perform the Services and meet timelines is contingent upon the Client fulfilling these obligations. Delays caused by the Client's failure to cooperate may result in adjusted timelines and additional fees.
8. Warranties and Disclaimers
8.1 Company Warranties
The Company warrants that the Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For any breach of this warranty, the Client's exclusive remedy shall be the re-performance of the deficient Services, provided that the Client notifies the Company in writing within thirty (30) days of the completion of the applicable Services.
8.2 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES AND THE SITE ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENT'S SPECIFIC REQUIREMENTS, THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SUBCONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY THE CLIENT TO THE COMPANY UNDER THE APPLICABLE STATEMENT OF WORK DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING FROM THE COMPANY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.
10. Indemnification
The Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys fees) arising out of or related to: (a) the Client's breach of these Terms; (b) the Client's use of the Services in violation of applicable law or third-party rights; (c) any claim that Client Materials infringe or misappropriate a third party's Intellectual Property Rights; or (d) the Client's gross negligence or willful misconduct.
11. Termination
11.1 Termination for Convenience
Either party may terminate a statement of work or service agreement upon thirty (30) days written notice to the other party, unless a different termination provision is specified in the applicable statement of work. In the event of termination for convenience by the Client, the Client shall pay the Company for all Services performed through the effective date of termination, plus any non-cancellable expenses committed by the Company in connection with the engagement.
11.2 Termination for Cause
Either party may terminate these Terms or any statement of work immediately upon written notice if the other party materially breaches its obligations and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.
11.3 Effect of Termination
Upon termination, the Company shall deliver to the Client all completed Deliverables and work-in-progress for which payment has been received. The Client shall pay all outstanding fees due through the date of termination. Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 4 (Intellectual Property), 5 (Confidentiality), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 14 (General Provisions).
12. Use of the Site
12.1 Acceptable Use
You agree not to use the Site for any unlawful purpose or in any manner that could damage, disable, overburden, or impair the Site. Prohibited activities include but are not limited to: (a) attempting to gain unauthorized access to any portion of the Site, the server on which the Site is hosted, or any other systems or networks connected to the Site; (b) using any automated means such as robots, spiders, or scrapers to access or collect data from the Site without our prior written consent; (c) introducing viruses, malware, or other harmful code; (d) interfering with the proper working of the Site; or (e) using the Site to transmit unsolicited commercial communications.
12.2 Third-Party Links
The Site may contain links to third-party websites or services that are not owned or controlled by the Company. The Company has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites. You acknowledge and agree that the Company shall not be liable for any damage or loss arising from your use of any third-party website.
13. Dispute Resolution
13.1 Informal Resolution
The parties shall attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiations. If a dispute cannot be resolved within thirty (30) days after one party provides written notice of the dispute, either party may proceed to formal dispute resolution as set forth below.
13.2 Governing Law
These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
13.3 Forum and Venue
Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Duval County, Florida. Each party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.
13.4 Class Action Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
14. General Provisions
14.1 Entire Agreement
These Terms, together with any statements of work, service agreements, or other documents expressly incorporated by reference, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.
14.2 Amendments
The Company reserves the right to modify these Terms at any time. Material changes will be communicated by updating the Effective Date at the top of this page and, where appropriate, through additional notice on the Site. Continued use of the Site or Services after such modifications constitutes acceptance of the updated Terms. No amendment to a statement of work or service agreement shall be effective unless in writing and signed by both parties.
14.3 Assignment
The Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of the Company. The Company may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
14.4 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, and the remaining provisions shall continue in full force and effect.
14.5 Waiver
No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
14.6 Force Majeure
Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, internet or telecommunications failures, supply chain disruptions, or public health emergencies.
14.7 Notices
All notices required or permitted under these Terms shall be in writing and delivered by email (with delivery confirmation) or by certified mail, return receipt requested, to the addresses specified below. Notices to the Company shall be sent to:
- Email: contact@tbgjv.autos
- Mail: TBG ECC JV, LLC, 408 15TH St S, Jacksonville Beach, FL 32250-2619, United States
Notices to the Client shall be sent to the address provided during registration or engagement.
14.8 Relationship of the Parties
The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other or to incur obligations on the other's behalf.
15. Contact Information
For questions about these Terms or to report a violation, please contact:
- TBG ECC JV, LLC
- Address: 408 15TH St S, Jacksonville Beach, FL 32250-2619, United States
- Email: contact@tbgjv.autos
- Phone: +1 (814) 593-3369