These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "Client," "you," or "your") and DCGC, LLC, a limited liability company organized under the laws of the State of Colorado, USA, with its principal place of business at 7600 E Caley Ave, Apt 1128, Englewood, Colorado 80111, United States ("DCGC," "Company," "we," "us," or "our").
By accessing or using our website at https://www.dcgcllc.shop (the "Website"), contacting us for services, entering into any service agreement with us, or otherwise engaging with DCGC, you agree to be bound by these Terms in their entirety. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE USING OUR WEBSITE AND SERVICES.
These Terms apply to your use of our Website and to any professional services engagement. For contracted technology services, these Terms are supplemented by (and in case of conflict, superseded by) a signed Master Services Agreement, Statement of Work, or other written agreement between you and DCGC.
DCGC, LLC is a Professional, Scientific, and Technical Services firm classified under the Computer Systems Design and Related Services industry (NAICS Code 5415). We provide, among other services:
The specific scope, deliverables, timelines, and fees for any professional services engagement will be defined in a separately executed Statement of Work (SOW) or Service Agreement. DCGC reserves the right to modify, suspend, or discontinue any service offering at any time, with or without notice.
Subject to your compliance with these Terms, DCGC grants you a limited, non-exclusive, non-transferable, revocable license to access and use our Website for lawful purposes.
Access to certain features of our Website or services may require you to provide contact information or create an account. You agree to provide accurate, current, and complete information and to update such information as necessary. You are responsible for maintaining the confidentiality of any credentials and for all activities that occur through your access.
You agree not to:
When using DCGC's professional services, you agree to:
All content on the Website — including text, graphics, logos, icons, images, audio clips, digital downloads, and software — is the property of DCGC, LLC or its content suppliers and is protected by United States and international copyright, trademark, and other intellectual property laws. You may not copy, reproduce, distribute, modify, create derivative works from, publicly display, or exploit any DCGC intellectual property without our prior written consent.
DCGC retains all rights to its proprietary methodologies, frameworks, tools, templates, pre-existing software, know-how, and any other intellectual property developed prior to or independently of any client engagement ("DCGC Background IP"). Unless expressly stated otherwise in a signed written agreement, all DCGC Background IP remains the exclusive property of DCGC.
You retain all rights to your pre-existing intellectual property, data, systems, and confidential information that you provide to DCGC in connection with our services ("Client IP"). You grant DCGC a limited, non-exclusive license to use Client IP solely for the purpose of performing contracted services during the engagement term.
Ownership of custom deliverables created specifically for your organization in connection with a contracted engagement ("Work Product") will be defined in the applicable Statement of Work or Service Agreement. Absent specific written agreement to the contrary, Work Product remains the property of DCGC until full payment has been received, at which point ownership transfers to you, excluding any DCGC Background IP incorporated therein, for which you receive a perpetual, non-exclusive license.
If you provide feedback, suggestions, or ideas about our services, Website, or operations, you grant DCGC a worldwide, royalty-free, irrevocable, perpetual license to use and incorporate such feedback without any obligation of attribution or compensation to you.
In the course of our engagement, each party ("Receiving Party") may receive or have access to confidential information belonging to the other party ("Disclosing Party"), including technical data, business strategies, client lists, financial information, and proprietary systems (collectively, "Confidential Information").
Each Receiving Party agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but not less than reasonable care; (b) not disclose Confidential Information to third parties without the Disclosing Party's prior written consent; and (c) use Confidential Information only for the purposes of the engagement.
These confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without reference to the Confidential Information; or (iv) is required to be disclosed by law, court order, or governmental authority, provided the Receiving Party gives prompt prior written notice to the Disclosing Party to the extent legally permitted.
Confidentiality obligations survive the termination or expiration of any engagement for a period of three (3) years, or indefinitely with respect to trade secrets.
All fees for professional services will be set forth in the applicable Statement of Work or Service Agreement. Unless otherwise agreed in writing, invoices are due and payable within thirty (30) days of the invoice date.
Invoices not paid within the agreed payment period will accrue interest 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 the date of full payment. DCGC reserves the right to suspend services for accounts that are more than thirty (30) days past due, following written notice to the client.
Unless the applicable Statement of Work specifies otherwise, reasonable and pre-approved out-of-pocket expenses incurred by DCGC in connection with the performance of services (including travel, lodging, and materials) will be billed to the client at cost, with supporting documentation, in addition to professional service fees.
All fees stated are exclusive of applicable sales, use, value-added, withholding, or similar taxes, levies, or duties imposed by any governmental authority. You are responsible for paying all such taxes, excluding taxes on DCGC's net income.
If you dispute any portion of an invoice in good faith, you must notify DCGC in writing within fifteen (15) days of receipt, specifying the amount in dispute and the grounds for the dispute. You agree to pay the undisputed portion of any invoice by the due date while the disputed portion is being resolved.
OUR WEBSITE AND ALL CONTENT THEREON ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
DCGC warrants that its professional services will be performed in a professional and workmanlike manner consistent with industry standards by personnel with the requisite skills and experience. For any breach of this warranty, your sole remedy and DCGC's sole obligation is, at DCGC's option, to re-perform the deficient services or refund the fees paid for those specific deficient services, provided you notify DCGC of the breach within thirty (30) days of delivery of the affected services.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2, DCGC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ITS SERVICES, DELIVERABLES, OR ANY THIRD-PARTY PRODUCTS OR SERVICES RECOMMENDED, PROCURED, OR IMPLEMENTED IN CONNECTION WITH OUR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
9.1 IN NO EVENT SHALL DCGC, LLC, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF DCGC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
9.2 IN NO EVENT SHALL DCGC'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE ENGAGEMENT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO DCGC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE THOUSAND DOLLARS (USD $1,000).
9.3 The limitations of liability in this Section apply regardless of the theory of liability, whether based in contract, tort (including negligence), strict liability, or otherwise, and whether or not DCGC has been advised of the possibility of any such damages.
9.4 Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you in their entirety. In such jurisdictions, DCGC's liability will be limited to the maximum extent permitted by applicable law.
You agree to defend, indemnify, and hold harmless DCGC, LLC and its members, managers, officers, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
DCGC will notify you promptly of any claim subject to indemnification, cooperate reasonably in the defense of such claim at your expense, and allow you to control the defense and settlement, provided that DCGC reserves the right to participate in its own defense at its own expense.
DCGC reserves the right to suspend or terminate your access to the Website at any time, with or without cause or notice, including if we reasonably believe you have violated these Terms. Upon termination, your right to use the Website ceases immediately.
Termination rights for contracted professional services engagements are governed by the applicable Statement of Work or Service Agreement. In the absence of specific termination provisions:
Upon termination of any engagement, all amounts owed by you for services performed through the termination date become immediately due and payable. DCGC will deliver to you all completed Work Product for which full payment has been received. Sections 5, 6, 7, 8, 9, 10, 12, and 13 of these Terms survive any termination or expiration.
These Terms and any disputes arising out of or related to them or our services shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law principles.
Subject to the dispute resolution provisions in Section 13, each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Arapahoe County, Colorado, United States, for the resolution of any disputes not subject to arbitration.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.
Before initiating any formal dispute proceeding, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or related to these Terms or our services informally. Either party may initiate informal dispute resolution by providing written notice to the other party describing the dispute in reasonable detail. The parties agree to negotiate in good faith for a period of thirty (30) days from the date of such notice (or such longer period as mutually agreed) before pursuing formal dispute resolution.
If the parties are unable to resolve a dispute through informal negotiation within the period specified above, any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
The arbitration shall be conducted by a single arbitrator, in Englewood, Colorado, or remotely by agreement of the parties. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in arbitration, unless the arbitrator determines that a party brought a claim in bad faith.
Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute. Claims for non-payment of undisputed invoices may, at DCGC's election, be pursued directly in a court of competent jurisdiction.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
These Terms, together with our Privacy Policy and any signed Statement of Work or Service Agreement, constitute the entire agreement between you and DCGC with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether oral or written.
DCGC reserves the right to modify these Terms at any time. We will post the revised Terms on our Website and update the "Last Updated" date. Your continued use of the Website or services after the posting of revised Terms constitutes your acceptance of such changes. For material changes, we will provide at least thirty (30) days' notice prior to the effective date.
If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
No waiver by DCGC of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. Failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) due to circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government actions, power failures, or internet disruptions, provided the affected party promptly notifies the other and uses commercially reasonable efforts to mitigate the impact.
You may not assign or transfer these Terms or any of your rights or obligations hereunder without DCGC's prior written consent. DCGC may freely assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.
The relationship between you and DCGC is that of independent contractors. Nothing in these Terms creates or implies a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.
All notices under these Terms must be in writing and delivered to DCGC by email at support@dcgcllc.shop (with read receipt requested) or by certified mail to our address at 7600 E Caley Ave, Apt 1128, Englewood, CO 80111, US. Notices are effective upon confirmed receipt.
For questions, concerns, or notices regarding these Terms of Service, please contact us:
Disclaimer: These Terms of Service are provided for informational purposes and represent DCGC, LLC's standard terms. They do not constitute legal advice. If you have questions about specific legal obligations, we encourage you to consult with qualified legal counsel in your jurisdiction.