Terms of Service

1.1 Definitions

For the purposes of these Terms of Service, the following terms shall bear the meanings set forth below:

• Company, We, Us, or Our means Erda Elite Cow Horses LLC, a limited liability company organized under the laws of the State of Utah, with its principal place of business at 611 E Erda Way, Tooele, Utah 84074-9736, United States. Our NAICS classification is 541512 -- Computer Systems Design Services.
• Website means the website located at the domain www.erdaelite.mom, including all subdomains, web pages, resources, content, and functionality accessible through that domain, whether accessed via desktop browser, mobile device, tablet, or any other connected device.
• Services means the professional services offered by the Company, including but not limited to computer systems design, computer integrated systems design, infrastructure architecture, technology consulting, systems integration, requirements engineering, hardware specification and procurement, software configuration, network design, security architecture, performance optimization, disaster recovery planning, and ongoing systems support and maintenance.
• Client means any individual, organization, corporation, partnership, government entity, or other legal person who has entered into a written service agreement with the Company for the provision of Services, or who has submitted a formal inquiry or request for a proposal from the Company.
• User or You means any individual who accesses or uses the Website, whether as a casual visitor, a prospective client browsing information, or a Client with an active engagement. Where you are acting on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms.
• Content means all information, text, graphics, images, photographs, illustrations, logos, icons, audio clips, video clips, software, code, data compilations, page layout, underlying HTML, CSS, and JavaScript, design elements, and any other materials displayed, published, or made available on or through the Website.
• Service Agreement means a separate written agreement -- which may take the form of a statement of work, a master services agreement, a project proposal, an engagement letter, or a formal contract -- executed between the Company and a Client that sets forth the specific scope, deliverables, timeline, fees, and terms applicable to a particular Services engagement. In the event of any conflict between these Terms of Service and a Service Agreement, the Service Agreement shall prevail with respect to that particular engagement.
• Intellectual Property Rights means all current and future intellectual and industrial property rights of any nature anywhere in the world, whether registered or unregistered, including but not limited to copyrights, trademarks, service marks, trade names, patents, design rights, database rights, trade secrets, know-how, and all applications and rights to apply for registration or protection of any of the foregoing.

1.2 Interpretation

In these Terms of Service, unless the context otherwise requires, (a) words importing the singular include the plural and vice versa; (b) words importing any gender include all genders; (c) headings and subheadings are for convenience only and do not affect the construction or interpretation of these terms; (d) references to clauses, subclauses, paragraphs, or schedules are references to clauses, subclauses, paragraphs, or schedules of these Terms of Service; (e) the words include, including, and similar expressions are not to be construed as terms of limitation; and (f) references to any statute, regulation, or other legal instrument include any amendments, extensions, consolidations, or replacements that may be in force from time to time.

2.1 Binding Agreement

By accessing, browsing, or using the Website in any manner -- including merely viewing a single page, clicking any link, submitting a contact form, or engaging our Services -- you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, our Privacy Policy (available at www.erdaelite.mom/privacy.html), and any additional terms and conditions that may apply to specific sections of the Website or to particular Services offerings. These documents together form the entire agreement between you and the Company regarding your use of the Website and Services, superseding any prior agreements, communications, or understandings, whether oral or written.

2.2 Modifications to Terms

The Company reserves the right, at its sole discretion, to modify, amend, add to, or remove portions of these Terms of Service at any time and for any reason. When we make material changes, we will update the Last Revised date at the top of this page and, where we deem it appropriate, provide additional notice -- such as by posting a notice on the Website homepage or sending an email to Clients with active engagements. It is your responsibility to review these Terms of Service periodically for changes. Your continued use of the Website or continued receipt of Services following the posting of revised terms means that you accept and agree to the changes. If you do not agree to any modified terms, you must immediately cease using the Website and must notify us in writing to terminate any ongoing Service Agreements in accordance with Clause 13.

2.3 Electronic Communications

When you visit the Website, send us emails, submit contact forms, or otherwise communicate with us electronically, you consent to receive communications from us electronically. We will communicate with you by email, by posting notices on the Website, or through other electronic means as appropriate. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. For the avoidance of doubt, this clause does not constitute consent to receive marketing communications; such consent is governed by our Privacy Policy and applicable law.

3.1 Age Requirement

The Website and Services are intended solely for individuals who are at least eighteen (18) years of age and who possess the legal capacity to enter into binding contracts under applicable law. By using the Website or engaging our Services, you represent and warrant that you meet this age requirement. The Company does not knowingly collect information from or provide Services to individuals under the age of eighteen. If we become aware that a person under eighteen has provided personal information or attempted to engage our Services, we will take prompt steps to delete such information and terminate any associated access.

3.2 Organizational Authority

If you are accessing the Website or engaging our Services on behalf of an organization -- including a corporation, limited liability company, partnership, government agency, non-profit entity, or any other legal person -- you represent and warrant that (a) you have the full legal authority to bind that organization to these Terms of Service; (b) the organization accepts and agrees to be bound by all provisions herein; and (c) all information you provide about the organization is true, accurate, current, and complete. In such case, the terms You and Your shall refer to both you individually and the organization you represent, jointly and severally.

3.3 Geographic and Legal Restrictions

The Website is operated from and the Services are provided from the United States. The Company makes no representation that the Website Content or Services are appropriate, lawful, or available for use in all jurisdictions. If you access the Website or engage Services from outside the United States, you do so on your own initiative and are responsible for compliance with all local laws, regulations, and ordinances applicable in your jurisdiction. Certain Services may not be available to Clients in jurisdictions where legal or regulatory restrictions prevent their provision, and the Company reserves the right to decline to provide Services in any jurisdiction at its sole discretion.

4.1 License to Access

Subject to your full compliance with these Terms of Service, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Website and its Content for your personal, non-commercial informational purposes. This license does not include any right to modify, reproduce, distribute, create derivative works from, publicly display, publicly perform, republish, download, store, or transmit any Content except as incidental to normal web browsing (such as temporary caching by your browser). Any use of the Website or Content not expressly permitted by these Terms of Service is a breach of these terms and may violate copyright, trademark, and other laws.

4.2 Prohibited Activities

You agree that you will not, under any circumstances, engage in any of the following prohibited activities in connection with your use of the Website:

• Using the Website in any way that violates any applicable federal, state, local, or international law, statute, ordinance, or regulation -- including but not limited to laws governing data privacy, export control, intellectual property, and computer misuse.
• Attempting to interfere with, compromise, or disrupt the security, integrity, or performance of the Website, its servers, or any related networks -- including by introducing viruses, Trojan horses, worms, logic bombs, or other malicious code, or by conducting denial-of-service attacks, credential stuffing, or brute-force attacks.
• Attempting to gain unauthorized access to any portion of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website -- whether through hacking, password mining, social engineering, or any other means.
• Using any automated means -- including robots, spiders, crawlers, scrapers, data mining tools, or similar data gathering and extraction methods -- to access, acquire, copy, or monitor any portion of the Website or its Content without our express prior written consent.
• Engaging in any activity that imposes, or may impose, in our sole judgment, an unreasonable or disproportionately large load on our infrastructure, or that interferes with the proper working of the Website or any activities conducted on or through the Website.
• Using the Website to transmit, distribute, or store any material that is unlawful, defamatory, obscene, harassing, threatening, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable.
• Impersonating any person or entity, falsely stating or otherwise misrepresenting your affiliation with any person or entity, or creating a false identity for the purpose of misleading others.
• Removing, altering, or obscuring any copyright, trademark, or other proprietary rights notices displayed on or contained within the Website or its Content.
• Framing, mirroring, or otherwise replicating the look, feel, or functionality of the Website on any other domain or platform without our express prior written consent.

4.3 Account Security

Certain areas of the Website or certain Services may require you to create an account or provide login credentials. If you create an account, you are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify us immediately at guide@erdaelite.mom of any unauthorized use of your account or any other breach of security. The Company shall not be liable for any loss or damage arising from your failure to comply with this security obligation. We reserve the right to disable any user account, login credential, or access method at any time if, in our reasonable opinion, you have failed to comply with any provision of these Terms of Service.

4.4 Website Availability

We strive to maintain the availability and accessibility of the Website on a continuous basis, but we do not guarantee that the Website will be available at all times or that access will be uninterrupted, timely, secure, or error-free. The Company may suspend, withdraw, discontinue, or change all or any part of the Website without notice and without liability. We may also restrict access to some parts of the Website or the entire Website from time to time for maintenance, upgrades, security patching, or other operational reasons. The Company will not be liable to you or any third party for any unavailability, modification, suspension, or discontinuance of the Website.

5.1 Ownership of Website Content

The Website and all Content -- including but not limited to the text, graphics, images, logos, icons, button shapes, photographs, illustrations, video clips, audio clips, software code (both client-side and server-side), data compilations, page layouts, look and feel, color schemes, typography, and overall design -- are the exclusive property of Erda Elite Cow Horses LLC or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. The Erda Elite name, the EE logo mark, the domain name erdaelite.mom, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates. You must not use such marks without the prior written permission of the Company.

5.2 Restrictions on Use of Content

Except as expressly provided in Clause 4.1, you may not -- and you may not permit, assist, or encourage any third party to -- copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, create derivative works based on, publicly display, publicly perform, republish, upload, post, transmit, distribute, sell, license, rent, lease, loan, transfer, or otherwise exploit any Content, in whole or in part, for any commercial purpose or for any public display, without the express prior written consent of the Company. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. The Company reserves all rights not expressly granted herein.

5.3 Work Product and Deliverables

Unless otherwise agreed in a written Service Agreement, all work product, deliverables, designs, architectures, specifications, configurations, code, documentation, reports, assessments, and other materials created or developed by the Company in the course of providing Services to a Client shall remain the property of the Company until full and final payment for the relevant Services has been received. Upon full payment, ownership of the specific deliverables identified in the Service Agreement as Client-owned deliverables shall transfer to the Client, subject to the Company retaining a perpetual, non-exclusive, royalty-free license to use any underlying methodologies, techniques, frameworks, tools, templates, and know-how employed in creating those deliverables -- provided that such use does not disclose Client-confidential information. The Company retains all rights in its pre-existing intellectual property, proprietary tools, methodologies, frameworks, and knowledge assets, regardless of whether they were used or referenced in the performance of Services.

5.4 Copyright Infringement Claims

The Company respects the intellectual property rights of others and expects Users of the Website to do the same. If you believe that any Content on the Website infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our designated Copyright Agent with the following information in writing: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material on the Website; (d) your name, address, telephone number, and email address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed. Notices should be sent to guide@erdaelite.mom with the subject line DMCA Notice.

6.1 Scope of User Content

The term User Content refers to any information, data, text, messages, files, documents, project specifications, technical requirements, diagrams, and other materials that you submit, upload, transmit, or otherwise make available to the Company through the Website, through email to any @erdaelite.mom address, through contact forms, through telephone conversations, through in-person or virtual meetings, or through any other communication channel in connection with your use of the Website or your inquiry regarding our Services. User Content does not include data that the Website collects automatically through cookies, server logs, and analytics -- which is governed by our Privacy Policy.

6.2 License to User Content

By submitting User Content to the Company, you grant the Company a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content -- in whole or in part -- for the purposes of (a) evaluating your inquiry or project requirements; (b) preparing proposals, quotes, and service agreements; (c) performing Services if a Service Agreement is entered into; (d) improving our Services and internal processes (provided that such use does not disclose your confidential information); and (e) complying with legal obligations or enforcing our rights under these Terms of Service. You represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to submit the User Content and to grant the foregoing license without infringing or violating any third-party rights.

6.3 Prohibited User Content

You agree not to submit any User Content that (a) is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or otherwise objectionable; (b) contains software viruses, malware, ransomware, spyware, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; (c) infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; (d) constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; or (e) impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with a person or entity. The Company reserves the right -- but assumes no obligation -- to review, monitor, filter, refuse, or remove any User Content at its sole discretion and without prior notice.

7.1 Engagement Process

The provision of Services by the Company to a Client is governed by a separate, written Service Agreement executed by both parties. The process for initiating a Services engagement typically involves the following steps: (a) the Client submits an inquiry through the Website, by email to guide@erdaelite.mom, or by telephone at +1 (401) 610-1139; (b) the Company conducts an initial consultation to understand the Client's needs, objectives, constraints, and existing technology environment; (c) if both parties agree that the Company's expertise is a suitable match for the Client's requirements, the Company prepares a written proposal or statement of work that outlines the scope, deliverables, timeline, assumptions, exclusions, and fee structure; (d) upon mutual agreement and execution of the Service Agreement, the Company commences work in accordance with the agreed terms. No Services engagement shall be deemed to exist until a Service Agreement is executed by both parties.

Descriptions of Services on the Website -- including descriptions of our methodologies, capabilities, approach, and past projects -- are provided for informational purposes only and do not constitute an offer to provide Services or a guarantee of any particular outcome. The specific scope, terms, and deliverables for any engagement are defined exclusively in the Service Agreement executed for that engagement.

7.2 Client Responsibilities

In connection with any Services engagement, the Client agrees to (a) provide the Company with timely access to all information, personnel, systems, facilities, and resources reasonably required for the performance of the Services; (b) designate a qualified point of contact with the authority to make decisions and provide approvals on behalf of the Client; (c) review and respond to the Company's requests for feedback, approvals, and information within the timeframes agreed in the Service Agreement; (d) ensure that any information, data, or materials provided to the Company are accurate, complete, and do not infringe any third-party rights; and (e) maintain appropriate backups of all Client data and systems before and during the Services engagement. The Company shall not be liable for delays, failures, or deficiencies in the Services to the extent caused by the Client's failure to fulfill these responsibilities.

7.3 No Guarantee of Specific Outcomes

The Company provides professional computer systems design, integrated systems design, and related consulting services using reasonable skill, care, and diligence consistent with industry standards. However, technology systems are inherently complex, and outcomes depend on a multitude of factors -- including factors beyond the Company's control such as the Client's existing infrastructure, third-party software and hardware, network conditions, user behavior, and evolving security threats. The Company does not guarantee that any system designed, configured, or implemented will be error-free, uninterrupted, or immune to all security vulnerabilities. The Company's obligations are limited to performing the Services described in the applicable Service Agreement in a professional and workmanlike manner. Any express or implied warranties are disclaimed to the fullest extent permitted by law, as further set forth in Clause 11.

7.4 Subcontractors and Third-Party Resources

The Company may engage qualified subcontractors or third-party service providers to assist in the performance of Services, provided that the Company remains fully responsible for all work performed by such subcontractors and ensures that they are bound by obligations of confidentiality and data protection no less protective than those contained in these Terms of Service and the applicable Service Agreement. The Company will disclose the engagement of any material subcontractor to the Client upon request.

8.1 Fees and Invoicing

Fees for Services are set forth in the applicable Service Agreement and may be structured as fixed-price project fees, hourly or daily rates, retainer-based arrangements, milestone-based payments, or any combination thereof as mutually agreed. The Company will issue invoices in accordance with the schedule and payment terms specified in the Service Agreement. Unless otherwise stated in the Service Agreement, all invoices are due and payable within thirty (30) calendar days from the invoice date. The Company reserves the right to charge interest on overdue invoices at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until payment is received in full.

8.2 Expenses

Unless otherwise agreed in the Service Agreement, the Client shall reimburse the Company for all reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of Services -- including but not limited to travel, lodging, meals, shipping, software licenses, hardware procurement, and third-party service fees. The Company will obtain the Client's prior written approval before incurring any individual expense exceeding a threshold specified in the Service Agreement or, in the absence of such specification, any individual expense exceeding two hundred fifty dollars ($250.00). Travel expenses will be billed at cost and in accordance with the Company's standard travel policy, which is available upon request.

8.3 Taxes

Fees and expenses quoted do not include any applicable federal, state, or local sales, use, value-added, goods and services, excise, or other taxes, duties, or levies -- all of which are the sole responsibility of the Client. The Company will add applicable taxes to invoices where required by law. If the Client claims exemption from any tax, the Client must provide a valid tax exemption certificate before the applicable invoice is issued. The Client agrees to indemnify and hold the Company harmless from any taxes, penalties, interest, or other costs arising from the Client's failure to pay taxes properly due.

8.4 Suspension for Non-Payment

In the event that any invoice remains unpaid for more than fifteen (15) calendar days beyond its due date, the Company reserves the right to suspend the provision of Services until all outstanding amounts are paid in full. The Company will provide at least five (5) business days' written notice before suspending Services. Any suspension of Services does not relieve the Client of its obligation to pay all fees and expenses incurred through the date of suspension. The Company shall not be liable for any loss, damage, or delay caused by such suspension.

9.1 Confidential Information

In the course of exploring or providing Services, each party (the Disclosing Party) may disclose to the other party (the Receiving Party) certain non-public, proprietary, or confidential information -- including but not limited to business plans, financial data, customer lists, technology architectures, system specifications, security configurations, trade secrets, know-how, source code, and project requirements. The Receiving Party agrees (a) to hold all such Confidential Information in strict confidence; (b) not to use Confidential Information for any purpose other than the evaluation or provision of Services; (c) not to disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and (d) to limit access to Confidential Information to those of its employees, contractors, and agents who have a need to know and who are bound by written confidentiality obligations no less protective than those contained herein.

9.2 Exclusions from Confidentiality

The obligations in Clause 9.1 do not apply to information that (a) is or becomes generally available to the public other than as a result of a breach by the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure, as evidenced by written records, without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, court order, or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (where legally permitted) and cooperates with the Disclosing Party's efforts to limit or protect against such disclosure.

9.3 Data Protection and Privacy

The collection, use, storage, and protection of personal information obtained through the Website or in connection with the provision of Services is governed by our Privacy Policy, which is incorporated into these Terms of Service by reference. By using the Website or engaging our Services, you consent to the practices described in the Privacy Policy. To the extent that the Company processes personal data on behalf of a Client in the course of providing Services, the parties shall enter into a separate data processing agreement or incorporate data processing terms into the Service Agreement, as appropriate, to comply with applicable data protection laws -- including the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other relevant privacy frameworks.

10.1 Links to Third-Party Websites

The Website may contain hyperlinks to websites, services, or resources that are not owned or controlled by the Company -- including third-party technology vendors, industry organizations, reference materials, and partner sites. These links are provided solely for your convenience and informational purposes. The inclusion of any link does not imply endorsement, sponsorship, or recommendation by the Company of the linked website or its contents, nor does it imply any association with the operators of that website. The Company has no control over and assumes no responsibility for the content, privacy policies, terms of service, security practices, or business practices of any third-party website, service, or resource. You access and use any third-party website entirely at your own risk.

10.2 Third-Party Services in Engagements

In the course of providing Services, the Company may recommend, procure, configure, or integrate third-party software, hardware, platforms, or cloud services on behalf of a Client. The Company's role in such cases is to provide professional advice, architecture design, and integration services. The actual provision, performance, availability, and support of the third-party product or service remain the responsibility of the third-party vendor and are governed by the vendor's own terms of service, service level agreements, and warranty terms. The Company makes no representations or warranties regarding the suitability, quality, security, or performance of any third-party products or services and shall not be liable for any failures, defects, vulnerabilities, or damages caused by or attributable to such third-party products or services, except to the extent arising from the Company's negligent selection or configuration of such products or services.

11.1 Disclaimer of Warranties

To the fullest extent permitted by applicable law, the website, its content, and any services provided by the company are provided on an as-is and as-available basis, without warranties of any kind, whether express, implied, statutory, or otherwise. The company expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, reliability, and any warranties arising from course of dealing, course of performance, or usage of trade. The company does not warrant that the website will operate error-free or without interruption; that the website, its servers, or any emails sent from the company are free of viruses or other harmful components; that any defects or errors will be corrected; or that the content on the website is accurate, complete, reliable, current, or suitable for any particular purpose. You use the website and engage our services entirely at your own risk.

11.2 Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall Erda Elite Cow Horses LLC, its members, managers, officers, employees, agents, contractors, successors, or assigns be liable to you or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages of any kind -- including but not limited to lost profits, loss of revenue, loss of data, loss of goodwill, business interruption, cost of substitute goods or services, or any other commercial or economic loss -- arising out of or in connection with (a) your use of or inability to use the website; (b) your reliance on any content or information provided on the website; (c) any services provided or failed to be provided by the company; (d) any unauthorized access to or alteration of your transmissions or data; (e) any conduct or content of any third party on the website; or (f) any other matter relating to the website or services, whether based on warranty, contract, tort (including negligence), strict liability, statute, or any other legal theory, and regardless of whether the company has been advised of the possibility of such damages. The foregoing limitations apply even if the remedies provided under these terms of service fail of their essential purpose.

11.3 Cap on Monetary Liability

To the fullest extent permitted by applicable law, and without limiting the generality of clause 11.2, the aggregate monetary liability of the company and its related parties to you for all claims arising out of or relating to these terms of service, the website, or the services -- whether in contract, tort, or otherwise -- shall not exceed the greater of (a) the total fees actually paid by you to the company for services during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred dollars ($100.00) if you have paid no fees. The existence of multiple claims shall not enlarge this limit. Each claim shall be subject to this cap individually. This limitation of liability is a fundamental basis of the bargain between the parties and reflects a fair allocation of risk.

11.4 Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages -- such as liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for willful misconduct. Accordingly, some of the disclaimers and limitations in this clause 11 may not apply to you. In such jurisdictions, the company's liability shall be limited to the fullest extent permitted by applicable law. Nothing in these terms of service shall affect any statutory rights that you may have as a consumer that cannot be waived or limited by contract.

12.1 Your Indemnification Obligation

You agree to defend, indemnify, and hold harmless Erda Elite Cow Horses LLC, its members, managers, officers, employees, agents, contractors, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, investigations, liabilities, damages, losses, judgments, settlements, costs, and expenses -- including reasonable attorneys fees, expert witness fees, and court costs -- arising out of or relating to (a) your use of the Website or Content in violation of these Terms of Service; (b) your violation of any applicable law, regulation, or third-party right, including any intellectual property right; (c) any User Content you submit, post, transmit, or make available through or to the Website or to the Company; (d) any misrepresentation made by you in connection with your use of the Website or engagement of Services; or (e) any breach by you of your representations, warranties, or obligations under these Terms of Service or any Service Agreement.

12.2 Indemnification Procedure

The Company shall promptly notify you of any claim subject to indemnification under this Clause 12. The Company shall have the right, at its option, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate fully with the Company in asserting any available defenses. You shall not settle any claim without the Company's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed, unless the settlement includes an unconditional release of the Company from all liability and does not impose any admission of fault, financial obligation, or ongoing obligation on the Company. The Company may participate in the defense of any claim with counsel of its own choosing at its own expense.

13.1 Termination by You

You may terminate these Terms of Service with respect to your use of the Website at any time by simply ceasing to access or use the Website. Termination of a Services engagement is governed by the terms of the applicable Service Agreement. If a Service Agreement does not specify termination rights, either party may terminate the engagement upon thirty (30) calendar days' written notice to the other party, provided that the Client remains obligated to pay for all Services rendered and expenses incurred through the effective date of termination.

13.2 Termination or Suspension by the Company

The Company reserves the right, at its sole discretion and without prior notice or liability, to (a) terminate your access to the Website or any portion thereof; (b) suspend, restrict, or disable your access to certain features or functionality of the Website; (c) terminate or suspend any pending or active Services engagement in accordance with the terms of the applicable Service Agreement; or (d) take any other action the Company deems necessary or appropriate, in each case for any reason or no reason, including but not limited to a breach of these Terms of Service, a violation of applicable law, a request by law enforcement or other government authority, unexpected technical or security issues, or discontinuance or material modification of the Website or Services.

13.3 Survival of Terms

All provisions of these Terms of Service that by their nature should survive termination shall survive termination, including but not limited to the provisions regarding intellectual property (Clause 5), confidentiality (Clause 9), disclaimers and limitations of liability (Clause 11), indemnification (Clause 12), governing law and dispute resolution (Clause 14), and general provisions (Clause 15). Termination of these Terms of Service shall not relieve either party of any obligations or liabilities that accrued prior to the effective date of termination.

14.1 Governing Law

These Terms of Service, your use of the Website, and any dispute, claim, or controversy arising out of or relating to these Terms of Service or the Services -- whether based in contract, tort, statute, or any other legal theory -- shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice-of-law or conflict-of-law principles that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service or any transaction conducted hereunder.

14.2 Informal Dispute Resolution

Before initiating any formal legal proceeding, you and the Company agree to attempt to resolve any dispute informally. You agree to first contact the Company at guide@erdaelite.mom with a written description of the dispute, including the nature of the claim, the relief sought, and your contact information. The Company will similarly contact you if it has a dispute with you. Both parties agree to engage in good-faith negotiations for a period of at least sixty (60) calendar days from the date the dispute is first raised. If the dispute is not resolved through these negotiations, either party may proceed to the next stage of dispute resolution as set forth below. This informal resolution process is a mandatory precondition to the filing of any formal legal action.

14.3 Mediation

If the parties are unable to resolve the dispute through informal negotiations as described in Clause 14.2, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed mediation provider in Tooele County, Utah, or via a remote mediation platform if both parties agree. The mediation shall be conducted within ninety (90) calendar days of the conclusion of the informal negotiation period. Each party shall bear its own costs of mediation, and the mediation fees shall be shared equally. The mediation process is also a mandatory precondition to the filing of any formal legal action.

14.4 Jurisdiction and Venue

If the dispute is not resolved through informal negotiations and mediation as described above, either party may file a claim in the appropriate court. You and the Company irrevocably consent to the exclusive personal jurisdiction of and venue in the state and federal courts located in Salt Lake County, Utah, for all disputes arising out of or relating to these Terms of Service, the Website, or the Services. You waive any objection to venue in such courts based on forum non conveniens or any other grounds. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or other legitimate interests.

14.5 Waiver of Class Actions and Jury Trial

To the fullest extent permitted by applicable law, you and the Company agree that (a) each party may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class action, collective action, private attorney general action, or other representative proceeding; and (b) each party hereby irrevocably waives any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to these Terms of Service, the Website, or the Services, whether in contract, tort, or otherwise.

14.6 Limitation on Time to File Claims

Any claim, cause of action, or demand arising out of or relating to these Terms of Service, the Website, or the Services must be commenced within one (1) year after the cause of action accrues, regardless of any statute of limitations to the contrary. After that one-year period, such claim, cause of action, or demand is permanently barred. This limitation does not apply to claims for which a shorter or longer limitations period is prescribed by statute and such period cannot be modified by agreement.

15.1 Entire Agreement

These Terms of Service, together with our Privacy Policy and any Service Agreement executed between you and the Company, constitute the entire agreement between you and Erda Elite Cow Horses LLC with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. In the event of any conflict or inconsistency among these documents, the order of precedence shall be (a) the Service Agreement, (b) these Terms of Service, and (c) the Privacy Policy, unless the conflicting document expressly states otherwise.

15.2 Severability

If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, (a) that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent; or (b) if such modification is not possible, that provision shall be severed from these Terms of Service. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect as if the invalid provision had never been part of these terms.

15.3 No Waiver

The failure of the Company to enforce any right or provision of these Terms of Service shall not be deemed a waiver of such right or provision or of any other right or provision. A waiver of any breach of these Terms of Service shall not be construed as a waiver of any preceding or succeeding breach. No waiver shall be effective unless it is in writing and signed by an authorized representative of the Company. The rights and remedies provided herein are cumulative and are in addition to any other rights and remedies available at law or in equity.

15.4 Assignment

You may not assign or transfer these Terms of Service, or any of your rights or obligations hereunder, whether by operation of law, merger, acquisition, sale of assets, or otherwise, without the prior written consent of the Company. Any attempted assignment or transfer in violation of this provision shall be null and void. The Company may assign or transfer these Terms of Service, in whole or in part, without restriction and without notice to you, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms of Service shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

15.5 Relationship of the Parties

Nothing in these Terms of Service or in any Service Agreement shall be construed to create a partnership, joint venture, franchise, agency, or employment relationship between you and the Company. The Company is an independent contractor providing professional services. Neither party shall have the authority to bind the other party to any obligation or liability, to make any representation or warranty on behalf of the other party, or to incur any debt or obligation in the name of or on account of the other party without the other party's express prior written consent.

15.6 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms of Service or any Service Agreement to the extent such delay or failure results from any cause beyond its reasonable control -- including but not limited to acts of God, natural disasters, fires, floods, earthquakes, epidemics, pandemics, public health emergencies, wars, acts of terrorism, civil unrest, riots, labor disputes or strikes (other than those involving the party's own workforce), governmental orders, embargoes, sanctions, utility failures, telecommunications outages, cyber-attacks (including distributed denial-of-service attacks), or failure of third-party services or suppliers. The affected party shall promptly notify the other party of the force majeure event and use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable.

15.7 Notices

All notices, requests, demands, and other communications under these Terms of Service shall be in writing. Notices to the Company shall be sent to:

Notices to you may be sent to the email address or physical address you have provided to the Company. Notice shall be deemed given (a) when delivered personally; (b) three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid; (c) one (1) business day after being sent by a nationally recognized overnight courier service; or (d) when sent by email, upon confirmation of receipt or twenty-four (24) hours after being sent, whichever occurs first, provided that no bounce-back or delivery-failure message is received.

15.8 Construction

These Terms of Service have been drafted by the Company and have not been reviewed or negotiated by you. Accordingly, the rule of construction that ambiguities in a contract are to be construed against the drafter shall not apply to the interpretation of these Terms of Service. Each party acknowledges that it has had the opportunity to review these Terms of Service with legal counsel of its own choosing.

16.1 How to Reach Us

Erda Elite Cow Horses LLC welcomes your questions, comments, and concerns regarding these Terms of Service. We are committed to transparency and to addressing any issues you may have in a timely and professional manner. You may contact us through any of the following channels:

16.2 Feedback and Questions

We value your feedback. If you have suggestions for improving these Terms of Service, our Website, or our Services, we invite you to share them with us. While we consider all feedback carefully, we are under no obligation to implement any suggestions, and any suggested improvements that we do implement shall become our sole property without compensation to you -- unless a separate written agreement provides otherwise.

16.3 Reporting Violations

If you become aware of any violation of these Terms of Service by any User, or if you encounter any content on the Website that you believe is unlawful, infringing, defamatory, or otherwise objectionable, please report it to us immediately at guide@erdaelite.mom. We take all reports seriously and will investigate and take appropriate action in accordance with our policies and applicable law. Your assistance helps us maintain the integrity and professionalism of the Website and the community we serve.