Please read these Terms of Service carefully before using our website or engaging our professional services.
These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Client") and UESCO All Stars LLC ("UESCO," "we," "our," or "us") governing your use of our website at www.uesco.shop (the "Site") and any professional services we provide to you.
By accessing or using our Site, submitting an inquiry, or entering into a service agreement with us, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not use our Site or engage our services.
If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" refers to that entity.
UESCO All Stars LLC is a professional technology services company incorporated and operating under the laws of the State of Colorado, United States. We provide computer systems design, IT integration, cloud architecture, cybersecurity, data analytics, and professional technical consulting services.
You may access and use our Site for lawful purposes related to learning about our services, contacting us, or engaging with our publicly available content. You agree to use the Site only for its intended purpose and in compliance with all applicable laws and regulations.
You agree not to:
We reserve the right to modify, suspend, or discontinue the Site or any portion thereof at any time without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Site.
Any information or content you submit through the Site (including contact form submissions) grants UESCO a non-exclusive, royalty-free license to use that information to respond to your inquiry and conduct our business operations. You represent that any content you submit is accurate and that you have the right to provide it.
Specific professional services engagements are governed by individual written service agreements, statements of work (SOWs), or master service agreements (MSAs) executed between UESCO and the Client. In the event of any conflict between these Terms and a specific service agreement, the terms of the specific service agreement shall prevail with respect to that engagement.
Services will be delivered as described in the applicable SOW or service agreement. Any changes to scope must be agreed in writing by both parties through a formal change order process. UESCO is not obligated to perform work outside the agreed scope without additional compensation.
To enable effective delivery of services, the Client agrees to:
UESCO shall not be liable for delays or failures in performance resulting from the Client's failure to fulfill these responsibilities.
Unless otherwise specified in the applicable service agreement, deliverables will be deemed accepted if the Client does not provide written notice of specific deficiencies within 10 business days of delivery. Acceptance does not waive any warranties expressly provided in the service agreement.
All content on the Site — including text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software — is the property of UESCO All Stars LLC or its content suppliers and is protected by United States and international copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, transmit, or use any content from the Site without our prior written permission.
Each party retains all rights in intellectual property that it owns or licenses prior to or independent of any engagement. Nothing in these Terms or any service agreement transfers ownership of pre-existing IP.
Ownership of work product created specifically for a Client engagement will be addressed in the applicable service agreement. Unless otherwise expressly agreed in writing, UESCO retains all rights to its methodologies, frameworks, tools, templates, generic components, and know-how developed or used in the course of any engagement, including any improvements thereto.
UESCO grants Clients a limited, non-exclusive, non-transferable license to use deliverables created under a service agreement solely for the Client's internal business operations, subject to full payment of all applicable fees.
Both parties acknowledge that in the course of an engagement, each may disclose or have access to confidential information of the other party. Each party agrees to:
Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was rightfully known by the receiving party prior to disclosure, or is required to be disclosed by law or court order (with reasonable notice to the disclosing party).
Payment terms for professional services are established in individual service agreements. Unless otherwise specified:
THE SITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. To the fullest extent permitted by applicable law, UESCO disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of informational content.
UESCO does not warrant that:
Specific warranties applicable to professional services engagements, if any, will be set forth in the applicable service agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UESCO ALL STARS LLC AND ITS MEMBERS, MANAGERS, EMPLOYEES, AGENTS, AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SITE OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In no event shall UESCO's total cumulative liability to you arising out of or related to these Terms exceed the greater of (a) the total fees paid by you to UESCO in the 12 months preceding the claim, or (b) one hundred US dollars ($100).
Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in full.
You agree to defend, indemnify, and hold harmless UESCO All Stars LLC and its members, managers, employees, agents, and contractors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and attorneys' fees arising out of or relating to:
UESCO reserves the right to terminate or restrict your access to the Site at any time, without notice, for any reason, including if we believe you have violated these Terms.
For professional services engagements, termination rights and procedures will be governed by the applicable service agreement. Unless otherwise specified, either party may terminate an engagement for cause upon 30 days' written notice if the other party materially breaches these Terms or the applicable agreement and fails to cure such breach within the notice period.
Upon termination, provisions that by their nature should survive (including confidentiality, intellectual property, payment obligations for services rendered, disclaimers, limitations of liability, and governing law) shall survive termination.
These Terms 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.
Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall first be subject to good-faith negotiation between the parties for a period of 30 days following written notice of the dispute.
If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Arapahoe County, Colorado. The arbitrator's decision shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.
CLASS ACTION WAIVER: You agree that any dispute resolution proceedings will be conducted on an individual basis. You waive any right to bring or participate in a class action, collective action, or representative proceeding.
These Terms, together with our Privacy Policy and any applicable service agreement, constitute the entire agreement between you and UESCO with respect to their subject matter and supersede all prior agreements, understandings, and negotiations.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.
UESCO's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. A waiver is only effective if made in writing and signed by an authorized representative of UESCO.
You may not assign or transfer your rights or obligations under these Terms without UESCO's prior written consent. UESCO may assign these Terms or any of its rights hereunder without your consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.
UESCO shall not be liable for any failure or delay in performance under these Terms arising from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, terrorism, government actions, labor disputes, or failures of third-party infrastructure or internet services.
These Terms are for the sole benefit of the parties and their respective permitted successors and assigns. Nothing in these Terms creates any third-party beneficiary rights.
We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on the Site with a revised effective date. Your continued use of the Site or Services after such changes constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must discontinue use of the Site and Services.
For questions or concerns about these Terms of Service, please contact us: