These Terms of Service (referred to as Terms) constitute a legally binding agreement between you (referred to as you, your, or user) and Munchraxx LLC (referred to as Munchraxx, we, us, or our), a company located at 204 W 2100 S, Salt Lake City, UT 84115-1809, United States. By accessing, browsing, or using the website located at https://www.munchraxx.lol (the Website), or by engaging our computer systems design, integration, and consulting services (collectively, the Services), you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.
If you are using the Services on behalf of an organization, company, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, the terms you and your shall refer to that entity. If you do not have such authority, or if you do not agree with any provision of these Terms, you must not accept these Terms and may not use the Website or Services. Your continued use of the Website or Services following the posting of any changes to these Terms constitutes acceptance of those changes.
We reserve the right, at our sole discretion, to modify, amend, or replace these Terms at any time. When material changes are made, we will update the Last Updated date at the top of this page and may provide additional notice as appropriate. It is your responsibility to review these Terms periodically for changes. Your continued use of the Website or Services after any modifications indicates your acceptance of the revised Terms.
Munchraxx LLC provides professional computer systems design and related services within the Professional, Scientific, and Technical Services sector. Our Services include but are not limited to the following:
The specific scope, deliverables, timeline, and fees for any project shall be defined in a separate written agreement, SOW, or project proposal executed by both parties. In the event of any conflict between these Terms and a separately executed agreement, the terms of the separately executed agreement shall prevail with respect to the specific project or engagement to which it pertains.
By using the Website and Services, you agree to comply with the following obligations:
All content, features, and functionality available on the Website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the design, selection, and arrangement thereof (collectively, the Content), is owned by Munchraxx LLC, its licensors, or other providers of such material and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
The Munchraxx name, the Munchraxx LLC name, the https://www.munchraxx.lol domain name, and all related names, logos, product and service names, designs, and slogans are trademarks of Munchraxx LLC or its affiliates. You must not use such marks without the prior written permission of Munchraxx LLC. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
With respect to deliverables created by Munchraxx LLC specifically for a client under a separate written agreement, ownership of intellectual property rights in such deliverables shall be governed by the terms of that separate agreement. Unless otherwise agreed in writing, Munchraxx LLC retains ownership of all pre-existing materials, tools, methodologies, frameworks, and know-how used in the performance of Services, and grants to the client a non-exclusive, perpetual, royalty-free license to use such pre-existing materials solely as incorporated into, and to the extent necessary to use, the deliverables.
These Terms permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Content on our Website, except as incidental to normal web browsing or with our prior written consent.
In the course of providing Services, Munchraxx LLC may receive or have access to confidential information belonging to you or your organization. Confidential Information means any non-public information disclosed by you to Munchraxx LLC, whether orally, in writing, or through any other medium, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This may include business plans, technical specifications, customer data, financial information, source code, trade secrets, and proprietary methodologies.
Munchraxx LLC agrees to hold all Confidential Information in strict confidence, to use such information only for the purpose of performing the Services, and to disclose such information only to those employees, contractors, and agents who have a need to know such information for the performance of Services and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms by Munchraxx LLC; (b) was rightfully in Munchraxx LLC's possession prior to disclosure; (c) is rightfully obtained by Munchraxx LLC from a third party without restriction on disclosure; or (d) is independently developed by Munchraxx LLC without use of or reference to the Confidential Information.
Fees for Services shall be as specified in the applicable SOW, service agreement, or project proposal. All fees are denominated and payable in United States Dollars (USD) unless otherwise agreed in writing. Payment terms, including invoicing schedule, due dates, and acceptable payment methods, shall be set forth in the applicable agreement. Late payments may be subject to interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less.
You are responsible for all taxes, duties, and governmental assessments associated with the Services, excluding taxes based on Munchraxx LLC's net income. All fees are exclusive of applicable taxes, which will be added to invoices where required by law. You agree to reimburse Munchraxx LLC for any reasonable expenses incurred in connection with the Services, provided such expenses are pre-approved in writing or specified in the applicable agreement.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MUNCHRAXX LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE USE OF OR INABILITY TO USE THE WEBSITE OR SERVICES, OR ANY CONTENT, PRODUCTS, OR SERVICES OBTAINED THROUGH THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF MUNCHRAXX LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF MUNCHRAXX LLC FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO MUNCHRAXX LLC DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
THE WEBSITE AND SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MUNCHRAXX LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MUNCHRAXX LLC DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
MUNCHRAXX LLC MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT, SOFTWARE, TEXT, GRAPHICS, LINKS, OR COMMUNICATIONS PROVIDED ON OR THROUGH THE WEBSITE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MUNCHRAXX LLC OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
You agree to defend, indemnify, and hold harmless Munchraxx LLC, its officers, directors, 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 related to: (a) your use of or access to the Website or Services; (b) your violation of any provision of these Terms; (c) your violation of any applicable law, regulation, or third-party right, including any intellectual property or privacy right; (d) any content, data, or materials you provide to Munchraxx LLC; or (e) your gross negligence, fraud, or willful misconduct. Munchraxx LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate fully with Munchraxx LLC in asserting any available defenses.
These Terms are effective upon your first access to or use of the Website and shall remain in effect until terminated. Munchraxx LLC reserves the right, at its sole discretion, to terminate or suspend your access to the Website and Services, in whole or in part, at any time, with or without cause, and with or without prior notice. Upon termination, your right to use the Website and Services shall immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to provisions relating to intellectual property, confidentiality, disclaimer of warranties, limitation of liability, indemnification, and governing law.
If you have an active engagement with Munchraxx LLC under a separate written agreement, termination of that agreement shall be governed by the terms set forth therein. In the event of termination of a Services engagement, you shall pay Munchraxx LLC for all Services performed and expenses incurred through the effective date of termination in accordance with the applicable agreement.
These Terms and any disputes arising out of or relating to these Terms, the Website, or the Services shall be governed by and construed in accordance with the laws of the State of Utah, United States of America, without giving effect to any principles of conflicts of law 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.
Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall first be attempted to be resolved through good-faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation within thirty (30) days, either party may refer the matter to mediation administered by a mutually agreed-upon mediator in Salt Lake County, Utah. If mediation is unsuccessful, the dispute shall be resolved exclusively by the state or federal courts located in Salt Lake County, Utah. You hereby irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum.
If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect. The failure of Munchraxx LLC to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any breach of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision.
These Terms, together with our Privacy Policy, any separate written agreements, Statements of Work, and project proposals executed by both parties, constitute the entire agreement between you and Munchraxx LLC with respect to the Website and Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to the subject matter hereof. In the event of any inconsistency between these Terms and any other agreement, the provisions of the separately executed written agreement shall control with respect to the specific Services engagement to which it pertains.
Munchraxx LLC shall not be liable or responsible for any delay or failure to perform any obligation under these Terms to the extent such delay or failure is caused by events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, storm, epidemic, pandemic, war, terrorism, civil unrest, government action, labor disputes, internet service disruptions, power outages, or failure of third-party service providers. In such event, Munchraxx LLC shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances.
You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of Munchraxx LLC. Munchraxx LLC may assign or transfer its rights and obligations under these Terms, in whole or in part, without your consent, to any affiliate or in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
If you have any questions, concerns, or comments regarding these Terms of Service, or if you need to provide any legal notice to Munchraxx LLC, please contact us through any of the following channels:
Munchraxx LLC
204 W 2100 S
Salt Lake City, UT 84115-1809
United States
Email: service@munchraxx.lol
Phone: +18596669772
Website: https://www.munchraxx.lol
All legal notices required or permitted under these Terms shall be in writing and delivered by email to service@munchraxx.lol or by certified mail, return receipt requested, to the physical address stated above. Notices shall be deemed received upon confirmation of delivery by email or within five (5) business days after deposit with a recognized courier service or the United States Postal Service. We endeavor to respond to all inquiries within a reasonable timeframe. For urgent matters concerning possible violations of these Terms, please contact us by phone at the number listed above.