These Terms of Service constitute a legally binding agreement between you and Wapiti Custom Builders LLC governing your access to and use of our website, services, and any related content, functionality, and offerings. Please read these terms carefully before using our website or engaging our services.
By accessing, browsing, or using the website located at https://www.wapitibuilders.lat and any associated subdomains, services, content, or functionality provided by Wapiti Custom Builders LLC, a limited liability company duly organized and registered in the United States with its principal place of business at 6089 N 4400 W, Cedar City, UT 84721-1249, United States, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and all applicable laws and regulations. These terms apply to all visitors, users, clients, and others who access or use our website and services.
If you do not agree to all of the terms and conditions contained herein, you must not access or use our website or services. Your continued use of the website following the posting of any changes to these terms constitutes your acceptance of those changes. We recommend that you periodically review these Terms of Service to stay informed of any updates.
By using this website, you represent and warrant that you are at least 18 years of age, have the legal capacity to enter into a binding agreement, and are not barred from using our services under applicable law. If you are using our website or services on behalf of an organization or entity, you represent and warrant that you have the authority to bind that organization to these terms, in which case the terms you and your shall refer to that organization.
Wapiti Custom Builders LLC provides professional services in the field of computer systems design and related services, including but not limited to computer integrated systems design, systems architecture and planning, security architecture design, cloud infrastructure engineering, data infrastructure and analytics, technical consulting and advisory services, and systems integration. The services we offer fall under NAICS classification 541512 for Computer Systems Design Services and are provided within the Professional, Scientific, and Technical Services sector.
The specific scope of work, deliverables, milestones, timelines, assumptions, dependencies, and fees for any particular project or engagement shall be defined in a separate written statement of work, service agreement, master services agreement, or project proposal executed by authorized representatives of both parties. In the event of any conflict between these Terms of Service and a separately executed service agreement, the terms of the separately executed agreement shall prevail with respect to that specific engagement.
We reserve the right to modify, suspend, or discontinue any aspect of our services at any time without prior notice. We also reserve the right to refuse service to anyone for any reason at any time. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of our services.
Unless otherwise expressly agreed in a written agreement signed by both parties, the following provisions shall govern intellectual property rights in connection with our services. All pre-existing materials, tools, methodologies, frameworks, libraries, code bases, documentation, know-how, and intellectual property owned or developed by Wapiti Custom Builders LLC prior to or independently of any client engagement shall remain the sole and exclusive property of Wapiti Custom Builders LLC.
With respect to deliverables created specifically for a client pursuant to a service agreement, intellectual property rights shall be governed by the terms of that specific agreement. As a default provision, where no specific intellectual property clause is included in the service agreement, Wapiti Custom Builders LLC retains all intellectual property rights in deliverables until full and final payment has been received. Upon receipt of full payment, ownership of project-specific deliverables shall transfer to the client, subject to Wapiti Custom Builders LLC retaining a perpetual, worldwide, royalty-free license to use any general knowledge, skills, experience, ideas, concepts, techniques, and know-how gained during the performance of services for any purpose, including future client engagements.
The content, design, layout, graphics, code, and other elements of this website are protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any content from this website without our prior written consent, except as expressly permitted by applicable law.
To enable Wapiti Custom Builders LLC to perform services effectively, the client agrees to provide timely and reasonable access to all necessary information, documentation, personnel, systems, facilities, and resources reasonably required for the performance of the agreed services. The client represents and warrants that it has all necessary rights, licenses, permissions, and authority to provide any materials, data, or access credentials shared with Wapiti Custom Builders LLC in connection with a project.
The client agrees to designate a primary point of contact who shall have the authority to make decisions, provide approvals, and communicate requirements on behalf of the client organization. The client shall be responsible for reviewing and providing timely feedback on deliverables, making decisions within agreed timeframes, and ensuring that its personnel are available for meetings and consultations as scheduled.
The client acknowledges that delays in providing required information, feedback, or approvals may impact project timelines and costs. Wapiti Custom Builders LLC shall not be responsible for delays or failures in performance resulting from the clients failure to fulfill its obligations under these terms or any applicable service agreement.
All fees, rates, payment schedules, and expense policies for services shall be as set forth in the applicable statement of work, proposal, invoice, or service agreement. Unless otherwise specified in writing, the following standard payment terms shall apply: all fees are quoted and payable in United States Dollars; invoices are due and payable within thirty calendar days from the date of invoice; late payments shall accrue interest at the rate of one and one-half percent per month or the maximum rate permitted by applicable law, whichever is less; and all fees are exclusive of applicable taxes, duties, and governmental charges, which shall be the responsibility of the client.
Wapiti Custom Builders LLC reserves the right to suspend performance of services, withhold delivery of deliverables, and restrict access to any hosted environments or platforms if payment is not received within the agreed payment terms. The client shall be responsible for all costs of collection, including reasonable attorneys fees, incurred by Wapiti Custom Builders LLC in collecting any past due amounts.
For projects billed on a time and materials basis, the client may request detailed time records. For fixed-price projects, the scope, assumptions, and deliverables shall be clearly defined in the statement of work, and any changes to scope shall be managed through a formal change order process with associated fee adjustments.
During the course of our engagement, both parties may have access to confidential information belonging to the other party. Confidential Information means any non-public information, in any form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. This includes, but is not limited to, trade secrets, business strategies, financial data, customer lists, technical specifications, source code, system architectures, security configurations, and project plans.
Each party agrees to hold the other partys Confidential Information in strict confidence, to use such information only for the purpose of performing obligations under the applicable service agreement, and not to disclose such information to any third party without the disclosing partys prior written consent, except as required by law. Each party shall use at least the same degree of care to protect the other partys Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
The obligations of confidentiality shall not apply to information that is or becomes publicly available through no fault of the receiving party; was already in the receiving partys possession without restriction prior to disclosure; is rightfully obtained by the receiving party from a third party without restriction; or is independently developed by the receiving party without use of the disclosing partys Confidential Information. These confidentiality obligations shall survive the termination or expiration of any service agreement for a period of three years, or indefinitely for trade secrets.
To the fullest extent permitted by applicable law, Wapiti Custom Builders LLC, its members, managers, officers, employees, agents, affiliates, and subcontractors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including but not limited to loss of profits, loss of revenue, loss of data, loss of use, loss of goodwill, business interruption, or cost of procurement of substitute services, arising out of or in connection with these Terms of Service, your use of or inability to use our website or services, or any services provided under any agreement, whether based on contract, tort including negligence, strict liability, or any other legal theory, even if we have been advised of the possibility of such damages.
In no event shall the aggregate liability of Wapiti Custom Builders LLC for all claims arising out of or relating to these Terms of Service or any services provided exceed the total amount of fees actually paid by you to Wapiti Custom Builders LLC during the twelve-month period immediately preceding the event giving rise to the liability. The existence of multiple claims shall not enlarge this limit. This limitation of liability is an essential basis of the bargain between the parties and shall survive and apply even if any remedy specified in these terms is found to have failed of its essential purpose.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the above exclusions and limitations may not apply to you. In such jurisdictions, the liability of Wapiti Custom Builders LLC shall be limited to the maximum extent permitted by law.
Our website and services are provided on an as is and as available basis without any representations or warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by applicable law, Wapiti Custom Builders LLC expressly disclaims all 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.
Wapiti Custom Builders LLC does not warrant that our website will be uninterrupted, error-free, secure, or free from viruses or other harmful components; that any defects or errors will be corrected; that the results obtained from the use of our services will be accurate, complete, or reliable; or that the quality of any services or information obtained through our website will meet your expectations. You acknowledge that your use of our website and services is at your sole risk and discretion.
We make no warranties regarding the accuracy, completeness, currency, or reliability of any content, information, or materials provided on our website. Any reliance you place on such information is strictly at your own risk. We reserve the right to make changes to our website, policies, and these Terms of Service at any time.
You agree to defend, indemnify, and hold harmless Wapiti Custom Builders LLC, its members, managers, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys fees and court costs, arising out of or relating to your use of or access to our website or services, including any content you submit, post, transmit, or make available through our website; your violation of these Terms of Service or any applicable law or regulation; your violation of any third-party rights, including intellectual property rights, privacy rights, or publicity rights; your negligent, reckless, or intentionally wrongful conduct; or any dispute between you and a third party.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses. You shall not in any event settle any matter without our prior written consent.
Our website may contain links to third-party websites, services, or resources that are not owned, operated, or controlled by Wapiti Custom Builders LLC. We do not endorse and are not responsible for the content, products, services, practices, or policies of any third-party websites or resources. You acknowledge and agree that Wapiti Custom Builders LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or resources. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites that you visit.
We may terminate or suspend your access to our website and services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms of Service or any applicable service agreement. Upon termination, your right to use our website and services will immediately cease. All provisions of these terms which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity obligations, and limitations of liability.
For ongoing service engagements, either party may terminate the applicable service agreement in accordance with the termination provisions specified therein. In the absence of specific termination provisions, either party may terminate a service agreement upon thirty days written notice, provided that the client shall pay for all services rendered up to the effective date of termination, including any irrevocable commitments or non-cancellable expenses incurred by Wapiti Custom Builders LLC in connection with the terminated engagement.
These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of the State of Utah, United States, without giving effect to any principles of conflicts of law that would result in the application of the laws of another jurisdiction.
Any legal suit, action, or proceeding arising out of or relating to these Terms of Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Utah, in each case located in Iron County, Utah. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of our website or services must be filed within one year after such claim or cause of action arose or be forever barred.
Before initiating any formal legal action, the parties agree to first attempt to resolve any dispute informally by providing written notice describing the nature of the dispute and engaging in good faith negotiations for a period of at least thirty days. If the dispute cannot be resolved through informal negotiation, the parties may pursue any available legal remedies.
These Terms of Service, together with any applicable service agreement, statement of work, or other written agreement executed by both parties, constitute the entire agreement between you and Wapiti Custom Builders 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.
If any provision of these Terms of Service 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, or if modification is not possible, severed from these terms. The remaining provisions shall continue in full force and effect and shall be interpreted so as to best reasonably effect the original intent of the parties.
No failure or delay by either party in exercising any right, power, or privilege under these Terms of Service shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof. Any waiver of any provision of these terms must be in writing and signed by the waiving party to be effective.
You may not assign, transfer, or delegate any of your rights or obligations under these Terms of Service, whether by operation of law or otherwise, without the prior written consent of Wapiti Custom Builders LLC. We may assign, transfer, or delegate any of our rights and obligations under these terms without your consent, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.
Neither party shall be liable for any failure or delay in performance under these terms, excluding payment obligations, to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government orders, pandemic, epidemic, labor disputes, internet or utility outages, or failures of third-party services or infrastructure.
Any notices required or permitted under these terms shall be in writing. Notices to Wapiti Custom Builders LLC shall be sent to the address or email listed in the contact section below. Notices to you may be sent to the email address you provided when contacting us or registering for services, or by posting on our website. Notices sent by email shall be deemed given when the email is sent, provided no bounce-back or delivery failure notification is received.
Nothing in these Terms of Service shall be construed as creating a partnership, joint venture, agency, employment, or franchise relationship between the parties. Wapiti Custom Builders LLC is an independent contractor in the performance of all services, and neither party shall have the authority to bind or obligate the other party in any manner except as expressly authorized in writing.
For any questions, concerns, or communications regarding these Terms of Service, please contact us at: