These Terms of Service constitute a legally binding agreement between you, whether acting as an individual or on behalf of an entity, and KLP Arbitrage LLC (145 S 740 W, Lindon — 84042-1765, United States), governing your access to and use of the website at https://www.klparbitrage.lol and all related services, including computer integrated systems design, engineering consulting, and technical support.
1. Acceptance of Terms
By accessing or using our website or services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree with any part of these terms, you must not access the website or use our services. We reserve the right to update or modify these terms at any time without prior notice. Your continued use of the website or services after any changes constitutes acceptance of the updated terms.
2. Services Description
KLP Arbitrage LLC provides computer integrated systems design services, including but not limited to systems architecture design, embedded firmware development, data integration and pipeline engineering, security and compliance consulting, and technical support and maintenance. The specific scope, deliverables, timelines, and fees for each engagement shall be defined in a separate written agreement executed by both parties. These Terms of Service govern the general relationship and website usage, while project-specific terms are addressed in individual service agreements.
3. Intellectual Property Rights
Our Intellectual Property
All content, materials, designs, code, documentation, methodologies, tools, frameworks, and deliverables created by KLP Arbitrage LLC in the course of providing services, unless otherwise specified in a separate agreement, are the intellectual property of KLP Arbitrage LLC and are protected by applicable copyright, trademark, patent, and trade secret laws. You may not reproduce, distribute, modify, create derivative works from, or exploit any of our intellectual property without our express written consent.
Client Intellectual Property
Any pre-existing intellectual property that you provide to us for the purpose of receiving services remains your property. You grant KLP Arbitrage LLC a non-exclusive, royalty-free, worldwide license to use, reproduce, and modify your pre-existing intellectual property solely for the purpose of performing services under our agreement.
4. Client Responsibilities
As a client of KLP Arbitrage LLC, you agree to the following responsibilities: provide accurate, complete, and timely information necessary for the performance of services; designate a point of contact authorized to make decisions and provide approvals; provide access to systems, environments, and resources required for the engagement; comply with all applicable laws and regulations in your use of our services; maintain the confidentiality of any credentials, access keys, or account information provided to you; and not use our services for any illegal, unauthorized, or unethical purpose.
5. Fees and Payment
Fees for services shall be as set forth in the applicable service agreement. Unless otherwise agreed, invoices are due within thirty days of the invoice date. Late payments may incur interest at the rate of one and one-half percent per month or the maximum rate permitted by law, whichever is less. All fees are exclusive of applicable taxes, which shall be borne by the client. If we are required to pursue collection of overdue amounts, the client shall reimburse all reasonable costs and expenses incurred, including legal fees.
6. Confidentiality
Each party agrees to maintain the confidentiality of all confidential information disclosed by the other party during the course of the engagement. Confidential information includes but is not limited to trade secrets, technical data, business plans, customer information, financial information, and any information that is marked confidential or that a reasonable person would understand to be confidential. Confidential information shall not be disclosed to third parties without the disclosing party written consent, except as required by law. This obligation survives termination of the engagement for a period of five years, or indefinitely for trade secrets.
7. Warranties and Disclaimers
KLP Arbitrage LLC warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. We further warrant that deliverables will conform to the specifications set forth in the applicable service agreement. Our entire liability and your exclusive remedy for breach of these warranties shall be, at our option, the re-performance of the non-conforming services or a refund of the fees paid for those services.
Except as expressly stated in these terms, our website and services are provided on an as is and as available basis without any warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance. We do not warrant that the website will be uninterrupted, timely, secure, or error-free.
8. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall KLP Arbitrage LLC, its officers, directors, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, arising out of or relating to these terms, the website, or the services, whether based on warranty, contract, tort, or any other legal theory, even if we have been advised of the possibility of such damages.
Our total cumulative liability for any claims arising under these terms or relating to our services shall not exceed the total fees paid by you to us during the twelve-month period immediately preceding the event giving rise to the claim. This limitation of liability is fundamental to the agreement between the parties and reflects a fair allocation of risk.
9. Indemnification
You agree to indemnify, defend, and hold harmless KLP Arbitrage LLC, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, arising out of or related to your use of the website, your violation of these Terms of Service, your violation of any rights of a third party, or your breach of any applicable law or regulation.
10. Termination
Either party may terminate a service engagement in accordance with the termination provisions set forth in the applicable service agreement. We reserve the right to suspend or terminate your access to our website or services at any time, without prior notice or liability, for any reason, including if you breach these Terms of Service. Upon termination, all rights granted to you under these terms will immediately cease, and you must discontinue all use of our website and services. Provisions of these terms that by their nature should survive termination, including intellectual property, confidentiality, warranty disclaimers, limitation of liability, and indemnification, shall survive.
11. Governing Law and Dispute Resolution
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Utah, United States, without regard to its conflict of law principles. Any dispute arising out of or relating to these terms or our services shall first be attempted to be resolved through good-faith negotiations between the parties. If the dispute cannot be resolved within thirty days, it shall be submitted to binding arbitration in Utah County, Utah, in accordance with the rules of the American Arbitration Association. The prevailing party in any arbitration or litigation shall be entitled to recover its reasonable legal fees and costs.
12. Force Majeure
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemic, public health emergencies, labor strikes, supply chain disruptions, cyberattacks, power outages, or failure of third-party networks or utilities. The affected party shall provide prompt notice of the force majeure event and resume performance as soon as reasonably practicable.
13. Subcontracting and Assignment
KLP Arbitrage LLC may engage subcontractors, consultants, or third-party vendors to perform portions of the services, provided that we remain responsible for the performance of all services under the applicable agreement and that any such subcontractors are bound by confidentiality obligations at least as protective as those set forth in these Terms of Service. You may not assign or transfer your rights or obligations under these terms or any service agreement without our prior written consent. Any attempted assignment in violation of this provision shall be null and void.
14. Electronic Communications
By using our website or services, you consent to receive electronic communications from us, including emails, notifications, and messages through our platform. 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. It is your responsibility to maintain a valid email address on file with us and to check for communications regularly.
15. Export Compliance
Our services and deliverables may be subject to United States export control laws and regulations, including the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). You agree to comply with all applicable export and re-export control laws and regulations and not to export, re-export, or transfer any deliverables or technical data, either directly or indirectly, to any country, entity, or individual subject to U.S. export restrictions without obtaining all required authorizations.
16. Entire Agreement
These Terms of Service, together with any applicable service agreement, constitute the entire agreement between you and KLP Arbitrage LLC regarding your use of the website and services, superseding any prior agreements, understandings, or representations, whether oral or written. If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Our failure to enforce any right or provision of these terms shall not be deemed a waiver of such right or provision. Section headings are for convenience only and have no legal or contractual effect.
17. Communications and Notices
All formal notices under these Terms of Service or any service agreement shall be in writing and shall be deemed delivered when personally delivered, sent by confirmed email, or deposited with a nationally recognized overnight courier, addressed to the respective party at the addresses set forth in the applicable service agreement or on our website. Informal communications, including day-to-day project updates, may be sent via email, instant messaging platforms, or project management tools as agreed by the parties.
18. Independent Contractor Relationship
KLP Arbitrage LLC performs services as an independent contractor, not as an employee, agent, joint venturer, or partner of the client. Neither party has the authority to bind the other or to incur any obligation on behalf of the other. Nothing in these terms or any service agreement creates an employment, partnership, or agency relationship between the parties. The client is responsible for providing a safe work environment when we perform on-site services and for complying with all applicable workplace health and safety laws.
19. Contact Information
If you have any questions, concerns, or requests regarding these Terms of Service, please contact us:
KLP Arbitrage LLC145 S 740 W
Lindon, UT 84042-1765
United States
Email: connect@klparbitrage.lol
Phone: +1 (920) 827-5976