Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and BGK RACING LLC, doing business as BGK Speed ("BGK Speed," "we," "us," or "our"), governing your access to and use of our website located at www.bgkspeed.lat and the professional services we provide.

By accessing our website, engaging our services, or entering into a service agreement with us, 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 our website or use our services.

2. Eligibility and Authority

By using our services, you represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into binding contracts
• You have the authority to bind the organization you represent to these Terms
• All information you provide to us is accurate, current, and complete
• You will maintain the accuracy of such information throughout your relationship with us
• Your use of our services complies with all applicable laws and regulations

3. Services Description

BGK Speed provides professional computer systems design and related technical services, including but not limited to:

• Computer systems design and architecture
• Computer integrated systems design and implementation
• Technical consulting and advisory services
• Scientific research and development services
• Engineering and architectural technical services
• Specialized design services for unique business requirements
• System integration and implementation services
• Project management and technical oversight

Specific services, deliverables, timelines, and pricing will be detailed in individual service agreements, statements of work, or proposals ("Service Agreements") executed between you and BGK Speed.

4. Service Agreements and Scope

4.1 Engagement Process

Professional services are provided pursuant to written Service Agreements that specify:

• Detailed scope of work and deliverables
• Project timelines and milestones
• Fees, payment terms, and expenses
• Responsibilities of both parties
• Acceptance criteria and procedures
• Any special terms or conditions

4.2 Modifications to Scope

Any changes to the agreed scope of work must be documented in writing and signed by authorized representatives of both parties. Additional fees may apply for scope changes, and timelines may be adjusted accordingly.

4.3 Client Responsibilities

You agree to:

• Provide timely access to necessary systems, data, and personnel
• Provide accurate and complete information required for service delivery
• Designate authorized representatives for decision-making
• Review and approve deliverables within agreed timeframes
• Maintain appropriate backups of your data and systems
• Comply with all recommendations regarding security and best practices

5. Fees and Payment Terms

5.1 Pricing

Fees for services will be specified in the applicable Service Agreement and may be based on:

• Fixed project fees
• Time and materials (hourly or daily rates)
• Retainer arrangements
• Milestone-based payments
• Other mutually agreed pricing structures

5.2 Payment Terms

Unless otherwise specified in a Service Agreement:

• Invoices are due within thirty (30) days of the invoice date
• Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
• We reserve the right to suspend services for accounts with overdue balances
• You are responsible for all costs of collection, including reasonable attorney fees

5.3 Expenses

Unless included in the agreed fees, you will reimburse us for reasonable out-of-pocket expenses incurred in connection with providing services, including travel, accommodation, and third-party costs, subject to your prior approval for expenses exceeding agreed thresholds.

5.4 Taxes

All fees are exclusive of applicable taxes, duties, or similar governmental charges. You are responsible for paying all such taxes, except for taxes based on our net income.

6. Intellectual Property Rights

6.1 Pre-Existing Materials

Each party retains all rights to its pre-existing intellectual property, including:

• Proprietary methodologies, tools, and frameworks
• Software, code libraries, and templates
• Documentation and training materials
• Trade secrets and know-how

6.2 Work Product

Unless otherwise specified in a Service Agreement:

• Custom deliverables created specifically for you will be owned by you upon full payment
• We retain ownership of general methodologies, processes, and know-how developed during the engagement
• We may use generic knowledge and experience gained during the engagement for other clients
• We reserve the right to use the engagement as a reference, subject to confidentiality obligations

6.3 Third-Party Materials

If third-party software, tools, or materials are incorporated into deliverables, you will receive appropriate licenses as specified in the Service Agreement, subject to third-party terms and conditions.

6.4 License Grant

You grant us a limited, non-exclusive license to use your trademarks, logos, and materials solely as necessary to perform the services and, with your consent, for marketing purposes.

7. Confidentiality

7.1 Confidential Information

Both parties acknowledge that they may have access to confidential information of the other party, including:

• Business strategies, plans, and financial information
• Technical data, designs, and specifications
• Customer and supplier information
• Proprietary processes and methodologies
• Trade secrets and know-how

7.2 Obligations

Each party agrees to:

• Maintain confidential information in strict confidence
• Use confidential information only for purposes of the engagement
• Protect confidential information using at least the same degree of care used for its own confidential information
• Limit disclosure to employees and contractors with a need to know
• Return or destroy confidential information upon request or termination

7.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known prior to disclosure
• Is independently developed without use of confidential information
• Is rightfully received from a third party without confidentiality obligations
• Must be disclosed pursuant to law or court order (with prior notice if permitted)

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• We have the necessary skills, qualifications, and resources to provide the services
• We have the right to enter into Service Agreements and provide the services
• Services will comply with specifications set forth in the applicable Service Agreement

8.2 Your Warranties

You warrant that:

• You have the authority to engage our services and provide necessary access
• Information and materials you provide are accurate and do not infringe third-party rights
• You will comply with all applicable laws and regulations
• You have obtained all necessary consents and approvals

8.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR A SERVICE AGREEMENT, WE PROVIDE SERVICES "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET YOUR SPECIFIC REQUIREMENTS.

9. Limitation of Liability

9.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BGK SPEED 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 SUBSTITUTE SERVICES OR TECHNOLOGY

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.3 Exceptions

The limitations in this section do not apply to:

• Liability for gross negligence or willful misconduct
• Breach of confidentiality obligations
• Infringement of intellectual property rights
• Liability that cannot be limited by applicable law

10. Indemnification

10.1 Your Indemnification

You agree to indemnify, defend, and hold harmless BGK Speed, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorney fees) arising from:

• Your breach of these Terms or any Service Agreement
• Your violation of applicable laws or regulations
• Infringement of third-party rights by your materials or instructions
• Your negligence or willful misconduct

10.2 Our Indemnification

We agree to indemnify you from claims that our services or deliverables infringe third-party intellectual property rights, provided you:

• Promptly notify us of the claim
• Grant us sole control of the defense and settlement
• Provide reasonable cooperation in the defense

11. Term and Termination

11.1 Term

These Terms remain in effect for as long as you access our website or use our services. Individual Service Agreements will specify their respective terms and duration.

11.2 Termination for Convenience

Either party may terminate a Service Agreement for convenience upon written notice as specified in the agreement. You will pay for services performed and expenses incurred through the termination date.

11.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms or a Service Agreement and fails to cure within thirty (30) days
• Becomes insolvent or subject to bankruptcy proceedings
• Ceases business operations
• Engages in fraudulent or illegal conduct

11.4 Effect of Termination

Upon termination:

• All outstanding fees become immediately due and payable
• We will deliver work product completed through the termination date
• Each party will return or destroy the other's confidential information
• Provisions that by their nature should survive will continue in effect

12. Data Protection and Security

We are committed to protecting your data in accordance with our Privacy Policy and applicable data protection laws. You acknowledge that:

• You are responsible for maintaining backups of your data
• We implement reasonable security measures but cannot guarantee absolute security
• You will promptly notify us of any security incidents or unauthorized access
• We may process personal data as necessary to provide services, subject to applicable privacy laws

13. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including:

• Natural disasters, pandemics, or acts of God
• War, terrorism, or civil unrest
• Government actions or regulations
• Labor disputes or strikes
• Utility failures or telecommunications outages
• Cyber attacks or system failures beyond our control

The affected party will promptly notify the other and use reasonable efforts to minimize the impact. If the force majeure event continues for more than sixty (60) days, either party may terminate the affected Service Agreement.

14. Independent Contractor

BGK Speed is an independent contractor, not an employee, agent, partner, or joint venturer of yours. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.

15. Non-Solicitation

During the term of any Service Agreement and for twelve (12) months thereafter, you agree not to directly or indirectly solicit, recruit, or hire any of our employees or contractors who participated in providing services to you, without our prior written consent.

16. Dispute Resolution

16.1 Negotiation

In the event of any dispute, the parties agree to first attempt to resolve the matter through good faith negotiations between senior executives.

16.2 Mediation

If negotiations fail to resolve the dispute within thirty (30) days, the parties agree to attempt mediation before a mutually agreed mediator before pursuing litigation.

16.3 Litigation

Any legal action arising from these Terms shall be brought exclusively in the state or federal courts located in Orange County, California, and you consent to the personal jurisdiction of such courts.

17. Governing Law

These Terms and any Service Agreements 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. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

18. General Provisions

18.1 Entire Agreement

These Terms, together with any Service Agreements and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications regarding the subject matter.

18.2 Amendments

We may modify these Terms at any time by posting updated Terms on our website. Material changes will be communicated via email or prominent website notice. Your continued use of services after changes constitutes acceptance of the modified Terms.

18.3 Severability

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

18.4 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.

18.5 Assignment

You may not assign or transfer these Terms or any Service Agreement without our prior written consent. We may assign our rights and obligations to any affiliate or in connection with a merger, acquisition, or sale of assets, upon notice to you.

18.6 Notices

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

18.7 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

19. Contact Information

For questions about these Terms of Service, please contact us:

20. Acknowledgment

BY ACCESSING OUR WEBSITE OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.