Terms of Service

1. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity you represent, and PARAGON POWER ELECTRIC LLC, a Utah limited liability company doing business as Paragon Power. By accessing or using our website located at www.paragonpower.lol, by engaging our professional services, by submitting any inquiry through our website, or by otherwise interacting with our organization in the course of business, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and all terms incorporated by reference herein.

If you do not agree to these terms in their entirety, you are expressly prohibited from using our website and must discontinue use immediately. Your continued use of the website or services following the posting of revised Terms of Service constitutes your acceptance of the revised terms. We recommend that you periodically review these Terms of Service to remain informed of any changes that may affect your rights or obligations under this agreement.

By accepting these terms, you represent and warrant that you are at least eighteen years of age, that you have the legal capacity to enter into a binding agreement, and that if you are accepting these terms on behalf of a company, organization, government entity, or other legal person, you have full authority to bind that entity to these terms and have obtained all necessary internal approvals required to do so.

2. Definitions

For purposes of these Terms of Service, the following definitions apply. Client means any individual or entity that engages Paragon Power to provide services pursuant to a separate written agreement or statement of work. Confidential Information means all non-public information disclosed by one party to the other in connection with the services, whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Deliverables means all work product, reports, designs, code, documentation, diagrams, architectures, configurations, and other materials created by Paragon Power in the course of providing services to a Client. Services means the computer systems design, architecture consulting, cloud infrastructure engineering, systems integration, cybersecurity, managed IT operations, and related professional services offered by Paragon Power. Statement of Work or SOW means a written document executed by both parties that defines the specific scope, timeline, deliverables, milestones, acceptance criteria, and fees for a particular engagement. Website means www.paragonpower.lol and all associated subdomains, pages, and content.

3. Description of Services

Paragon Power provides enterprise-grade technology consulting and implementation services in the field of computer systems design and related services. Our service offerings include but are not limited to systems architecture and design, cloud infrastructure engineering, systems integration, cybersecurity engineering, managed IT operations, and digital transformation consulting. The specific scope, deliverables, timeline, acceptance criteria, and fees for any engagement are defined in a mutually executed Statement of Work or service agreement between the parties. No binding service obligation arises from general website content, marketing materials, or preliminary consultations alone. We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, with reasonable notice to affected clients. We also reserve the right to decline service to any individual or entity at our sole discretion, provided such declination does not violate applicable anti-discrimination laws or other mandatory legal provisions.

4. Website Use and Access

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our website for your legitimate business purposes in accordance with these Terms of Service. You agree not to use the website for any unlawful purpose or in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the website. You agree not to attempt to gain unauthorized access to any portion of the website, to any other systems or networks connected to the website, or to any of our servers, through hacking, password mining, automated scripts, or any other illegitimate means. You agree not to use any robot, spider, scraper, or other automated means to access the website for any purpose without our express prior written permission. You agree not to upload or transmit any viruses, worms, Trojan horses, or other malicious code through the website or any of its interactive features. We reserve the right to monitor website traffic, investigate suspected violations, and restrict, suspend, or terminate your access at any time if we determine you have violated these terms or that your conduct poses a risk to our systems or to other users.

5. Intellectual Property Rights

All content on this website, including but not limited to text, graphics, logos, icons, images, data compilations, page layout, underlying code, software, and design elements, is the exclusive property of PARAGON POWER ELECTRIC LLC or its content suppliers and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. The trademarks, service marks, trade names, logos, and brand identifiers displayed on this website, including the name Paragon Power, are registered and unregistered trademarks of PARAGON POWER ELECTRIC LLC. Nothing on this website or in these Terms of Service grants any license or right to use any trademark without our prior written permission. Any unauthorized use of our intellectual property is strictly prohibited and may result in legal action. Regarding deliverables, ownership and license rights are defined in the applicable SOW or service agreement.

6. Client Obligations and Responsibilities

Clients engaging our services agree to provide us with timely access to facilities, systems, personnel, and information reasonably required for us to perform the services defined in the applicable SOW. Clients agree to designate a primary point of contact with sufficient authority to make decisions and provide approvals necessary for the progression of the engagement. Clients are responsible for maintaining current backups of their data and systems prior to any migration, integration, or other transformative work performed by Paragon Power, unless backup services are explicitly included in the scope of the engagement. Clients are responsible for ensuring that their use of our services and deliverables complies with all applicable laws, regulations, and industry standards. Clients are responsible for obtaining and maintaining any third-party licenses, subscriptions, or approvals required for the systems we configure, integrate, or manage on their behalf.

7. Fees, Payment, and Billing

Fees for our services are set forth in the applicable SOW, service agreement, or proposal accepted by the Client. Fees may be structured as fixed-price project fees, time-and-materials billing at agreed hourly or daily rates, or recurring monthly fees for managed services engagements. Unless otherwise specified, all fees are stated in United States dollars and are exclusive of applicable taxes, which will be added to invoices where required by law. Payment terms are specified in the applicable service agreement. For standard engagements, invoices are due net thirty days from the invoice date unless otherwise agreed in writing. 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 lower. We reserve the right to suspend or terminate services for non-payment after providing reasonable notice and an opportunity to cure the outstanding balance.

8. Confidentiality

Each party agrees to hold in strict confidence all Confidential Information disclosed by the other party and to use such Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms of Service and the applicable service agreement. Each party shall use at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own information of similar sensitivity, but in no event less than reasonable care. Neither party shall disclose Confidential Information without prior written consent except to employees, contractors, and advisors with a need to know who are bound by equivalent obligations. Confidential Information excludes publicly available information, previously possessed information, independently developed information, and rightfully obtained third-party information. The duty of confidentiality survives termination for three years, or indefinitely for trade secrets and personally identifiable information.

9. Warranties and Disclaimers

Paragon Power warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. This warranty is valid for thirty days from the date of service delivery. For any breach, your sole and exclusive remedy is re-performance at our expense or a refund of fees paid for the non-conforming portion of the services.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, ALL SERVICES AND WEBSITE CONTENT ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, PARAGON POWER ELECTRIC LLC DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, PARAGON POWER ELECTRIC LLC SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION. AGGREGATE LIABILITY SHALL NOT EXCEED FEES PAID DURING THE TWELVE MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS APPLY EVEN IF REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

11. Indemnification

You agree to defend, indemnify, and hold harmless PARAGON POWER ELECTRIC LLC, its affiliates, and its and their respective officers, directors, employees, agents, contractors, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees, including reasonable attorneys fees, arising out of or relating to your violation of these Terms of Service, your unauthorized use of our website or services, or your infringement of any third-party rights.

12. Termination

For website use, we may terminate or suspend your access immediately for any reason including breach of these Terms. All provisions which by their nature should survive termination shall survive. For service engagements, termination rights and procedures are defined in the applicable SOW. Either party may terminate for material breach if the breaching party fails to cure within thirty days following written notice describing the breach in reasonable detail.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance arising from causes beyond its reasonable control, including but not limited to acts of God, flood, fire, earthquake, war, terrorism, epidemic, government orders, strikes, and telecommunications failures. If the event continues for more than thirty days, either party may terminate the affected engagement upon written notice.

14. Dispute Resolution

Any dispute shall first be attempted to be resolved through informal negotiation. If not resolved within sixty days, either party may submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted by a single arbitrator in Cache County, Utah. The arbitration award shall be final and binding, and judgment may be entered in any court having jurisdiction. Either party may seek injunctive or equitable relief from a court of competent jurisdiction. Disputes will be resolved on an individual basis only, not as part of any class, consolidated, or representative action.

15. Governing Law and Jurisdiction

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles. Subject to the dispute resolution provisions, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Cache County, Utah. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

16. General Provisions

Entire Agreement: These Terms with applicable SOW and Privacy Policy constitute the entire agreement. Severability: Invalid provisions shall be modified or severed with remaining provisions continuing. Waiver: No waiver constitutes continuing waiver. Assignment: You may not assign without our consent; we may assign without restriction. Relationship: Parties are independent contractors. Notices: All notices in writing by email or certified mail.

17. Contact Information

PARAGON POWER ELECTRIC LLC
85 E 700 S
Wellsville, UT 84339-9522
United States of America

Email: info@paragonpower.lol
Phone: +1 (979) 789-7607