Last updated: January 1, 2025 | Effective: January 1, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and ATQ LLC, a Colorado limited liability company ("ATQ," "we," "us," or "our") with principal offices at 1720 Wazee St, Denver, CO 80202, United States. By accessing our website at https://www.atql.shop or engaging ATQ LLC for any services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not use our Site or services.
By accessing or using the ATQ LLC website or any services provided by ATQ LLC, you affirm that you are of legal age to enter into binding contracts and that you accept these Terms in full. If you are accessing the Site or services 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.
ATQ LLC reserves the right to modify these Terms at any time. We will provide notice of material changes by updating the "Last Updated" date at the top of this document and, where appropriate, by other means of notification. Your continued use of the Site or services following any modification constitutes acceptance of the revised Terms.
ATQ LLC provides professional technology services including, but not limited to:
The specific scope, deliverables, timelines, and pricing of services for each engagement are defined in a separately executed Statement of Work ("SOW") or Service Agreement. These Terms govern all such engagements unless expressly superseded by a signed written agreement between the parties.
Our Site and services are intended for use by business professionals and organizations. You must be at least 18 years of age and possess the legal authority to enter into contracts to use our services. By using our Site or engaging our services, you represent and warrant that you meet these requirements.
ATQ LLC reserves the right to refuse service, terminate accounts, and cancel engagements at its sole discretion, including for violation of these Terms or applicable law.
Certain features of our Site or client portal may require account registration. You agree to:
ATQ LLC will not be liable for any loss arising from your failure to protect your account credentials.
All professional service engagements require a mutually executed Statement of Work or Service Agreement that specifies:
In the event of a conflict between a signed Statement of Work and these Terms, the Statement of Work shall govern with respect to the specific engagement, except as to limitations of liability, governing law, and dispute resolution provisions, which shall always be governed by these Terms unless expressly superseded by a separate written agreement signed by an authorized officer of ATQ LLC.
Any modifications to an agreed scope of work must be documented in a written change order signed by both parties. ATQ LLC is not obligated to perform out-of-scope work without a corresponding change order and adjustment to fees and timelines.
Fees for ATQ LLC services are set forth in the applicable Statement of Work or Service Agreement. All fees are quoted in United States Dollars (USD) unless otherwise specified.
Unless otherwise agreed in writing, invoices are due and payable within thirty (30) days of the invoice date. ATQ LLC reserves the right to require a deposit or milestone-based payment schedule for new engagements.
Overdue invoices will accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, if less) from the due date until paid in full. ATQ LLC may suspend services for accounts with outstanding balances exceeding 15 days past due, without liability for any resulting delay or disruption.
Fees do not include applicable taxes. You are responsible for all sales, use, excise, value-added, or similar taxes imposed on the services, excluding taxes on ATQ LLC's net income.
Unless included in the fixed fee, pre-approved travel expenses, third-party software licenses, and other out-of-pocket expenses incurred on your behalf will be invoiced at cost with supporting documentation.
ATQ LLC retains all rights, title, and interest in its pre-existing intellectual property, including proprietary methodologies, frameworks, tools, libraries, and know-how developed independently of any client engagement ("Background IP"). Nothing in these Terms or any Statement of Work transfers ownership of Background IP to you.
You retain all rights, title, and interest in your pre-existing intellectual property and any data, materials, or information you provide to ATQ LLC for use in connection with the services ("Client IP"). You grant ATQ LLC a limited, non-exclusive license to use Client IP solely as necessary to perform the agreed services.
Unless otherwise specified in the applicable Statement of Work, upon full payment of all fees associated with an engagement, ATQ LLC assigns to you all right, title, and interest in custom deliverables specifically created for you under that engagement ("Work Product"), excluding any Background IP incorporated therein. ATQ LLC grants you a perpetual, non-exclusive, royalty-free license to use any Background IP embedded in such Work Product for your internal business purposes.
All content on the ATQ LLC website, including text, graphics, logos, images, and software, is the property of ATQ LLC and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from any Site content without our prior written consent.
Both parties acknowledge that during the course of an engagement, each may receive or be exposed to information that is confidential or proprietary to the other party ("Confidential Information"). Each party agrees to:
These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was rightfully known to the receiving party prior to disclosure, is independently developed by the receiving party, or must be disclosed pursuant to law or court order (with prompt notice to the disclosing party where legally permissible).
Confidentiality obligations survive termination or expiration of these Terms and any applicable Statement of Work for a period of three (3) years, unless a longer period is specified in a signed confidentiality agreement.
When accessing or using ATQ LLC's website and services, you agree not to:
ATQ LLC reserves the right to investigate and take appropriate legal action against any violation of this section, including termination of services and referral to law enforcement authorities.
THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. ATQ LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
ATQ LLC does not warrant that: (a) the Site or services will be uninterrupted, error-free, or secure; (b) any defects will be corrected; (c) the results obtained from use of the services will meet your requirements; or (d) the Site is free of viruses or other harmful components.
Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ATQ LLC AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, including loss of profits, revenue, data, business opportunities, or goodwill, even if ATQ LLC has been advised of the possibility of such damages.
In no event shall ATQ LLC's total aggregate liability to you for all claims arising out of or related to these Terms or the services exceed the greater of: (a) the total fees paid by you to ATQ LLC in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one thousand US dollars (USD $1,000).
The limitations above reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. They shall apply regardless of the legal theory of liability (contract, tort, strict liability, or otherwise) and regardless of whether any remedy fails of its essential purpose.
You agree to indemnify, defend, and hold harmless ATQ LLC and its members, managers, officers, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
ATQ LLC reserves the right to assume exclusive control of the defense of any matter for which you are required to indemnify us. You agree to cooperate with our defense of such claims at your expense.
These Terms are effective from the date you first access the Site or engage ATQ LLC's services and remain in effect until terminated.
You may terminate an engagement by providing written notice to ATQ LLC in accordance with the terms of the applicable Statement of Work. Unless the SOW provides otherwise, you remain responsible for all fees for work performed and expenses incurred through the date of termination, plus any non-cancellable commitments made on your behalf.
ATQ LLC may terminate services immediately upon written notice if: (a) you materially breach these Terms or a Statement of Work and fail to cure such breach within fifteen (15) days of written notice; (b) you become insolvent, file for bankruptcy, or make an assignment for the benefit of creditors; or (c) continued performance would violate applicable law.
Upon termination: (a) all licenses granted under these Terms terminate; (b) each party shall promptly return or destroy the other party's Confidential Information; (c) ATQ LLC shall deliver any completed Work Product upon receipt of all outstanding payments; and (d) provisions intended to survive termination (including Sections 7, 8, 10, 11, 12, and 14) shall remain in effect.
These Terms and all disputes arising hereunder 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 provisions.
Before initiating formal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation. Either party may initiate this process by sending written notice describing the dispute. The parties shall have thirty (30) days from receipt of such notice to reach a resolution.
If informal resolution fails, any dispute, controversy, or claim arising out of or relating to these Terms or the services shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Denver, Colorado, by a single arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
YOU AND ATQ LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
For matters not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Denver County, Colorado.
These Terms, together with any applicable Statement of Work or Service Agreement, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings.
If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
ATQ LLC's failure to enforce any provision of these Terms shall not constitute a waiver of its right to enforce that provision or any other provision in the future.
Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of war, terrorism, labor disputes, government actions, or widespread internet outages. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact.
You may not assign or transfer any rights or obligations under these Terms without ATQ LLC's prior written consent. ATQ LLC may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets upon notice to you. Any purported assignment in violation of this section is void.
All notices required or permitted under these Terms shall be in writing and delivered by email (with read receipt or confirmation) or by certified mail to the addresses specified herein or as updated by written notice. Notices to ATQ LLC shall be sent to support@atql.shop.
These Terms do not create a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party has the authority to bind the other in any manner.
For questions, concerns, or notices regarding these Terms of Service, please contact us:
ATQ LLC — Legal Department
1720 Wazee St, Denver, CO 80202, United States
Email: support@atql.shop
Phone: +1 (530) 881-8029
Website: https://www.atql.shop