Terms of Service

1. Introduction and Acceptance

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and UHL BOYS TRANSPORT LLC, a company organized under the laws of the United States with its principal place of business at 319 Wildlife Trl, Lakeland, FL 33809-1195, US. References to Company, we, us, or our refer to UHL BOYS TRANSPORT LLC. References to you or client refer to the individual or entity accessing or using our website and services.

By accessing our website at https://www.uhlboys.lol, engaging our services, or otherwise interacting with us in a professional capacity, you agree to be bound by these Terms of Service and all terms incorporated by reference. If you do not agree to every provision of these Terms, you are expressly prohibited from using our website and services and must discontinue use immediately.

Supplemental terms and conditions or documents that may be posted on the website from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any material changes by updating the Last updated date of these Terms, and you waive any right to receive specific notice of each such change.

2. Definitions

For the purposes of these Terms, the following capitalized terms shall have the meanings set forth below:

• Services means the computer systems design, IT consulting, infrastructure engineering, managed IT operations, cybersecurity, data analytics, and related professional services provided by UHL BOYS TRANSPORT LLC.
• Deliverables means all work product, documentation, code, designs, specifications, reports, and other materials created by us in the course of providing Services.
• Statement of Work or SOW means a written document executed by both parties that describes the specific Services to be performed, Deliverables to be produced, timeline, fees, and any other project-specific terms.
• Client Materials means all data, software, documentation, systems access, and other information or materials provided by you to us for use in connection with the Services.
• Confidential Information has the meaning given in Section 7.
• Effective Date means the date on which both parties execute the applicable SOW, or if no SOW is executed, the date on which we commence performing Services at your request.

3. Services Description

UHL BOYS TRANSPORT LLC provides computer integrated systems design and related professional services. The specific scope, deliverables, timeline, and fees for each engagement will be defined in a mutually executed Statement of Work or service agreement.

Our Services may include, but are not limited to:

• Computer systems architecture design and specification
• Information technology strategy and roadmap consulting
• Network and infrastructure engineering and deployment
• Managed IT operations, monitoring, and support
• Cybersecurity assessments, compliance readiness, and remediation
• Data pipeline engineering, warehouse architecture, and analytics implementation

We reserve the right to refuse service to any person or entity for any reason at our sole discretion. We may modify, suspend, or discontinue any aspect of our Services at any time, provided that such modification, suspension, or discontinuation does not materially affect Services currently in progress under an active SOW without providing reasonable notice and, where applicable, a pro-rata refund or credit for prepaid but unperformed Services.

4. Client Obligations

To enable us to perform the Services effectively and on schedule, you agree to:

• Provide timely access to systems, facilities, personnel, and information reasonably required for the performance of the Services.
• Designate a primary point of contact with authority to make decisions, provide approvals, and resolve issues as they arise during the engagement.
• Review and respond to deliverables, questions, and requests for feedback within the timeframes specified in the applicable SOW. Delays in providing feedback may result in corresponding adjustments to the project timeline.
• Ensure that all Client Materials are accurate, complete, and free from malware or other harmful code.
• Maintain appropriate backups of all Client Materials and data before providing them to us.
• Comply with all applicable laws, regulations, and industry standards in connection with your use of the Services.

You acknowledge that our ability to meet timelines and deliver outcomes is dependent on your timely fulfillment of these obligations. We shall not be liable for delays or failures caused by your failure to meet these obligations.

5. Fees and Payment

Fees for Services will be specified in the applicable SOW and may be structured as fixed-price, time-and-materials, retainer, or a combination thereof. Unless otherwise stated in the SOW, the following payment terms apply:

• Invoices are issued on a monthly basis and are payable within thirty calendar days of the invoice date.
• Late payments accrue interest at the rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is lower.
• You are responsible for all applicable sales, use, value-added, and other taxes associated with the Services, excluding taxes based on our net income.
• We reserve the right to suspend Services if any invoice remains unpaid for more than forty-five calendar days, provided we have given you at least ten calendar days prior written notice of our intent to suspend.

All fees are non-refundable except as expressly provided in these Terms or the applicable SOW. Any fee dispute must be raised in writing within fifteen calendar days of the invoice date, specifying the nature and amount of the dispute. Undisputed portions of an invoice must be paid when due.

6. Intellectual Property

6.1 Ownership of Deliverables

Upon full payment of all fees due under the applicable SOW, we assign to you all right, title, and interest in and to the Deliverables created specifically for you under that SOW, subject to the following:

• Pre-existing materials: we retain ownership of all tools, methodologies, frameworks, libraries, code, documentation, and know-how that we developed prior to or independently of the engagement. To the extent any such pre-existing materials are incorporated into Deliverables, we grant you a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use them solely as part of and in connection with the Deliverables.
• General knowledge: nothing in these Terms shall prevent us from using ideas, concepts, know-how, and techniques acquired or learned in the course of performing the Services, provided such use does not involve disclosure of your Confidential Information or infringement of your intellectual property rights.

6.2 Client Materials

You retain all right, title, and interest in and to the Client Materials. You grant us a limited, non-exclusive, royalty-free license to use, reproduce, and modify the Client Materials solely as necessary to perform the Services. This license terminates upon completion or termination of the applicable SOW, subject to our right to retain archival copies as required by law or our document retention policies.

6.3 Website Content

The content, design, and functionality of our website — including text, graphics, logos, icons, and the selection and arrangement thereof — are owned by UHL BOYS TRANSPORT LLC and are protected by United States and international copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any website content without our prior written consent.

7. Confidentiality

Confidential Information means any information disclosed by one party to the other in connection with the Services that is designated in writing as confidential, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, but is not limited to: trade secrets, business plans, customer lists, technical specifications, source code, security assessments, system architectures, financial data, and the terms of any SOW.

Each party agrees to:

• Use the other partys Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms.
• Protect the other partys Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
• Limit access to Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was lawfully in the recipients possession before receipt from the disclosing party; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the recipient without use of or reference to the disclosing partys Confidential Information.

These confidentiality obligations survive termination of these Terms for a period of five years, or indefinitely with respect to trade secrets.

8. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall UHL BOYS TRANSPORT LLC, its officers, directors, employees, agents, or subcontractors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, business interruption, or loss of goodwill, arising out of or in connection with these Terms, the Services, or the use of our website, regardless of the theory of liability — whether in contract, tort (including negligence), strict liability, or otherwise — even if we have been advised of the possibility of such damages.

Our total aggregate liability for any and all claims arising out of or related to these Terms or the Services, whether in contract, tort, or otherwise, shall not exceed the total fees paid or payable by you to us under the specific SOW giving rise to the claim during the twelve-month period immediately preceding the event that gave rise to the claim. In the case of claims unrelated to a specific SOW — including claims arising from use of our website — our total aggregate liability shall not exceed one thousand United States dollars.

The limitations and exclusions set forth in this Section apply to the maximum extent permitted by law. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of these limitations may not apply to you.

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party represents and warrants that: (a) it has the full power and authority to enter into these Terms and to perform its obligations hereunder; (b) the execution and performance of these Terms does not violate any other agreement to which it is a party; and (c) it will comply with all applicable laws and regulations in connection with its performance under these Terms.

9.2 Service Warranty

We warrant that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If any Service fails to meet this standard, we will, as your sole and exclusive remedy, re-perform the non-conforming Service at no additional charge, provided you notify us of the non-conformance within thirty calendar days of delivery of the affected Service.

9.3 Disclaimer

Except as expressly set forth in this Section, the Services, Deliverables, and our website are provided on an AS IS and AS AVAILABLE basis, without warranties of any kind, whether express, implied, or statutory. We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services or website will be uninterrupted, error-free, or completely secure, or that any defects will be corrected.

No advice, recommendations, or information provided by us — whether oral or written — shall create any warranty not expressly stated in these Terms.

10. Indemnification

You agree to defend, indemnify, and hold harmless UHL BOYS TRANSPORT LLC, its officers, directors, employees, agents, and subcontractors from and against any and all claims, damages, losses, liabilities, costs, and expenses — including reasonable attorneys fees — arising out of or related to: (a) your breach of any provision of these Terms; (b) your use of the Services or Deliverables in a manner not contemplated by the applicable SOW; (c) your violation of applicable law or regulation; (d) any claim that Client Materials infringe, misappropriate, or violate the intellectual property or other rights of a third party; or (e) any negligent or willful act or omission by you or your personnel.

We will promptly notify you of any claim subject to indemnification, provide you with reasonable cooperation at your expense, and allow you sole control over the defense and settlement of the claim, provided that you may not enter into any settlement that imposes liability or admissions on us without our prior written consent, which shall not be unreasonably withheld.

11. Term and Termination

These Terms remain in effect until terminated by either party as provided herein. Either party may terminate any SOW:

• Upon thirty calendar days written notice to the other party for any reason or no reason.
• Immediately upon written notice if the other party materially breaches these Terms or the SOW and fails to cure such breach within fifteen calendar days of receiving written notice describing the breach in reasonable detail.
• Immediately upon written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a petition for bankruptcy, or has a petition for bankruptcy filed against it that is not dismissed within sixty calendar days.

Upon termination: (a) you shall pay all fees for Services performed through the effective date of termination; (b) we shall deliver to you all completed and in-progress Deliverables for which payment has been received; (c) each party shall return or destroy the other partys Confidential Information, subject to standard archival and legal retention requirements; and (d) all licenses granted hereunder shall terminate, except for licenses that expressly survive.

Sections 5 (Fees and Payment), 6 (Intellectual Property), 7 (Confidentiality), 8 (Limitation of Liability), 9 (Warranties and Disclaimers), 10 (Indemnification), 12 (Dispute Resolution), 13 (Governing Law), and 14 (General Provisions) shall survive termination of these Terms.

12. Dispute Resolution

12.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties shall attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services through good-faith negotiations. The complaining party shall provide the other party with a written notice describing the nature of the dispute and the desired resolution. The parties shall then have a period of thirty calendar days from receipt of the notice to resolve the dispute informally. Each party shall designate a representative with settlement authority to participate in these discussions.

12.2 Mediation

If the dispute is not resolved through informal negotiation within the thirty-day period, the parties shall submit the dispute to non-binding mediation administered by a mutually agreed mediation service. The mediation shall take place in Polk County, Florida, or remotely by video conference if both parties agree. The costs of mediation shall be shared equally by the parties. Each party shall bear its own legal fees and other costs associated with mediation.

12.3 Binding Arbitration

If the dispute remains unresolved after mediation, it shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator mutually selected by the parties, or failing agreement, appointed by the AAA. The arbitration shall take place in Polk County, Florida. The arbitrators decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. Each party shall bear its own costs and legal fees; the parties shall share equally the fees and expenses of the arbitrator and the AAA.

12.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent the infringement, misappropriation, or violation of its intellectual property rights or Confidential Information, without the need to post bond or prove actual damages.

13. Governing Law

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Subject to the dispute resolution provisions in Section 12, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Polk County, Florida, for the adjudication of any disputes that are not subject to arbitration.

14. General Provisions

• Entire agreement: these Terms together with any executed SOW constitute the entire agreement between the parties and supersede all prior and contemporaneous understandings, agreements, representations, and warranties — whether written or oral — regarding the subject matter hereof.
• Severability: if any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
• Waiver: no waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. The failure to enforce any right or provision shall not constitute a waiver of the future enforcement of that right or provision.
• 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 your consent in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Force majeure: neither party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government actions, epidemics, labor disputes, utility or telecommunications failures, or denial-of-service attacks. The affected party shall notify the other promptly and use reasonable efforts to resume performance.
• Independent contractor: the relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other or incur obligations on the others behalf.
• Third-party beneficiaries: these Terms are for the sole benefit of the parties and their permitted assigns. Nothing in these Terms confers any rights or remedies on any third party.
• Notices: all notices under these Terms shall be in writing and delivered by email to info@uhlboys.lol or to the email address you provide in your contact form submission, or by certified mail to the partys physical address. Notice is effective upon confirmed receipt.

15. Contact

If you have questions, concerns, or require clarification regarding these Terms of Service, please contact us through any of the following channels:

• Email: info@uhlboys.lol
• Phone: +1 (928) 496-7676