Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and SEH ASSETS LLC, doing business as Summit Peak ("Summit Peak," "we," "us," or "our"), governing your access to and use of our website located at www.summitpeak.mom and our computer systems design and technical services (collectively, the "Services").

By accessing or using our Services, you acknowledge 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, you must not access or use our Services.

2. Eligibility

By using our Services, you represent and warrant that:

• You are at least 18 years of age or the age of majority in your jurisdiction
• You have the legal capacity to enter into binding contracts
• You are not prohibited from using our Services under applicable laws
• All information you provide is accurate, current, and complete
• You will comply with all applicable laws and regulations

3. Services Description

Summit Peak provides professional computer systems design and technical services, including but not limited to:

• Computer integrated systems design and architecture
• System integration and implementation services
• Management and technical consulting
• Infrastructure planning and optimization
• Security assessment and implementation
• Research and development services
• Ongoing support and maintenance

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time without prior notice.

4. User Accounts

4.1 Account Creation

To access certain features of our Services, you may be required to create an account. You agree to:

• Provide accurate and complete registration information
• Maintain and promptly update your account information
• Keep your account credentials confidential and secure
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities under your account

4.2 Account Termination

We reserve the right to suspend or terminate your account at our sole discretion if you violate these Terms or engage in conduct that we deem inappropriate or harmful to our business or other users.

5. Acceptable Use Policy

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Violate any applicable laws, regulations, or third-party rights
• Use our Services for any fraudulent or malicious purpose
• Interfere with or disrupt the integrity or performance of our Services
• Attempt to gain unauthorized access to our systems or networks
• Transmit viruses, malware, or other harmful code
• Engage in any form of automated data collection (scraping, crawling, etc.) without permission
• Impersonate any person or entity or misrepresent your affiliation
• Harass, abuse, or harm other users or our personnel
• Upload or transmit inappropriate, offensive, or illegal content
• Reverse engineer, decompile, or disassemble our software or systems
• Use our Services to compete with us or develop competing products

6. Service Agreements and Contracts

6.1 Professional Services

Specific professional services will be governed by separate written agreements ("Service Agreements") that detail:

• Scope of work and deliverables
• Project timelines and milestones
• Fees, payment terms, and expenses
• Acceptance criteria and procedures
• Warranties and support terms
• Confidentiality obligations

In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail with respect to the specific services covered.

6.2 Proposals and Estimates

All proposals, quotes, and estimates are valid for 30 days unless otherwise specified and are subject to change based on project requirements and scope modifications.

7. Fees and Payment

7.1 Service Fees

Fees for our Services will be specified in the applicable Service Agreement or invoice. You agree to pay all fees in accordance with the payment terms specified.

7.2 Payment Terms

• Payment is due within 30 days of invoice date unless otherwise agreed
• Late payments may incur interest charges at the rate of 1.5% per month or the maximum allowed by law
• We reserve the right to suspend Services for non-payment
• All fees are non-refundable unless otherwise specified in writing

7.3 Taxes

All fees are exclusive of applicable taxes, duties, and levies. You are responsible for paying all such taxes except those based on our net income.

7.4 Expenses

You agree to reimburse us for reasonable out-of-pocket expenses incurred in connection with providing Services, including travel, accommodation, and third-party costs, as specified in the Service Agreement.

8. Intellectual Property Rights

8.1 Our Intellectual Property

All content, materials, software, tools, methodologies, and intellectual property provided by Summit Peak remain our exclusive property. This includes:

• Website content, design, and functionality
• Proprietary software and source code
• Documentation and technical specifications
• Trademarks, logos, and branding materials
• Methodologies, processes, and frameworks
• Pre-existing intellectual property and tools

You may not copy, modify, distribute, sell, or create derivative works from our intellectual property without our express written permission.

8.2 Client Intellectual Property

You retain ownership of all intellectual property you provide to us. By providing such materials, you grant us a limited license to use them solely for the purpose of delivering the Services.

8.3 Work Product

Ownership of custom work product created specifically for you will be addressed in the applicable Service Agreement. Unless otherwise specified, you will receive a license to use deliverables for their intended purpose, while we retain ownership of underlying methodologies and tools.

9. Confidentiality

9.1 Confidential Information

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our relationship, including:

• Business strategies and plans
• Technical information and specifications
• Financial information
• Customer and vendor information
• Trade secrets and proprietary processes

9.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was rightfully known prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law or court order

10. Warranties and Disclaimers

10.1 Professional Services Warranty

We warrant that our Services will be performed in a professional and workmanlike manner consistent with industry standards. Any breach of this warranty must be reported within 30 days of discovery.

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR A SERVICE AGREEMENT, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability or fitness for a particular purpose
• Warranties of non-infringement
• Warranties regarding accuracy, reliability, or completeness
• Warranties that Services will be uninterrupted or error-free

11. Limitation of Liability

11.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SUMMIT PEAK BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Business interruption or system failures
• Cost of procurement of substitute services

EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Maximum Liability

Our total aggregate liability arising out of or relating to these Terms or the Services shall not exceed the total fees paid by you to us in the 12 months preceding the event giving rise to liability, or $10,000, whichever is greater.

11.3 Exceptions

The limitations in this section do not apply to:

• Our gross negligence or willful misconduct
• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Violations of confidentiality obligations
• Intellectual property infringement claims
• Any liability that cannot be excluded by law

12. Indemnification

You agree to indemnify, defend, and hold harmless Summit Peak, SEH ASSETS LLC, and our officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use or misuse of our Services
• Your violation of any third-party rights
• Your violation of applicable laws or regulations
• Any content or materials you provide to us

13. Data Protection and Privacy

Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Services, you consent to our data practices as described in the Privacy Policy.

14. Third-Party Services and Links

Our Services may integrate with or link to third-party services, websites, or applications. We are not responsible for the content, functionality, or practices of any third-party services. Your use of third-party services is at your own risk and subject to their respective terms and policies.

15. Termination

15.1 Termination by Either Party

Either party may terminate these Terms or a Service Agreement as specified in the applicable agreement. Unless otherwise specified, either party may terminate with 30 days' written notice.

15.2 Termination for Cause

We may immediately terminate or suspend your access to our Services if:

• You breach these Terms or any Service Agreement
• You fail to pay fees when due
• You engage in fraudulent or illegal activities
• Your actions pose a security risk or harm our reputation

15.3 Effect of Termination

Upon termination:

• Your right to access and use our Services immediately ceases
• You remain liable for all fees and charges incurred prior to termination
• Provisions that by their nature should survive termination will continue in effect
• We may delete your account and data in accordance with our retention policies

16. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, pandemics, or failures of third-party services or infrastructure.

17. Dispute Resolution

17.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiations. Either party may initiate negotiations by providing written notice of the dispute.

17.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

17.3 Jurisdiction and Venue

Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in San Diego County, California. Both parties consent to the personal jurisdiction of such courts.

17.4 Arbitration

If informal resolution fails, disputes shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in San Diego County, California, and be conducted in English.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Service Agreements, constitute the entire agreement between you and Summit Peak regarding the Services and supersede all prior agreements and understandings.

18.2 Amendments

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of our Services after such changes constitutes acceptance of the modified Terms.

18.3 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative.

18.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18.5 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

18.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship between the parties.

18.7 Notices

All notices under these Terms must be in writing and sent to:

18.8 Export Compliance

You agree to comply with all applicable export and import laws and regulations. You represent that you are not located in a country subject to U.S. embargo or designated as a "terrorist supporting" country, and that you are not on any U.S. government list of prohibited or restricted parties.

18.9 Language

These Terms are written in English. Any translations are provided for convenience only. In the event of any conflict, the English version shall prevail.

19. Contact Information

If you have any questions about these Terms of Service, please contact us:

20. Acknowledgment

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE OUR SERVICES.