Terms of Service

Last Updated: July 25, 2026

1. Acceptance of Terms

By accessing or using the website www.cdewco.shop (the "Site") and engaging the services of CDEW CONSULTING, LLC ("we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our Site or services. These Terms constitute a legally binding agreement between you ("Client," "User," or "you") and CDEW CONSULTING, LLC. We reserve the right to modify these Terms at any time, and any changes will be effective immediately upon posting. Your continued use of the Site following any changes constitutes your acceptance of the updated Terms.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• "Services" refers to all consulting, advisory, design, implementation, and related professional services provided by CDEW CONSULTING, LLC, including but not limited to computer systems design, IT infrastructure consulting, cloud integration, cybersecurity services, data analytics, and digital transformation solutions.
• "Client" or "you" refers to the individual or entity utilizing the Site or engaging our Services.
• "Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights recognized under applicable law.
• "Deliverables" means the work products, reports, software, designs, documentation, and other materials produced by us as part of the Services.

3. Description of Services

CDEW CONSULTING, LLC provides professional technology consulting services in the field of Computer Systems Design and Related Services. Our services include, but are not limited to, the following:

• Computer systems design, architecture, and integration planning.
• IT infrastructure assessment, optimization, and management consulting.
• Cloud computing strategy, migration, and implementation services.
• Cybersecurity assessment, architecture design, and risk management.
• Data analytics, business intelligence, and machine learning solutions.
• Digital transformation strategy and technology modernization.

The specific scope, deliverables, timeline, and fees for each engagement will be defined in a separate Statement of Work ("SOW") or Service Agreement to be executed by both parties. In the event of any conflict between these Terms and a specific SOW, the SOW shall govern with respect to that particular engagement.

4. Intellectual Property Rights

4.1 Our Intellectual Property

All content, materials, designs, methodologies, frameworks, tools, and technologies developed by CDEW CONSULTING, LLC, including but not limited to our website content, proprietary methodologies, research, and pre-existing intellectual property, are and remain our exclusive property. Nothing in these Terms grants you any rights to our intellectual property except as expressly stated herein.

4.2 Deliverables

Upon full payment of all fees due for a specific engagement, we grant you a non-exclusive, non-transferable, perpetual license to use the Deliverables specifically created for you under the applicable SOW. We retain ownership of all underlying methodologies, tools, frameworks, and know-how used in creating the Deliverables.

4.3 Client Materials

You retain all rights to any materials, data, or intellectual property you provide to us. You grant us a limited license to use such materials solely for the purpose of providing the Services. You represent and warrant that you have all necessary rights to provide such materials and that they do not infringe upon any third-party rights.

5. Client Responsibilities

As a Client of CDEW CONSULTING, LLC, you agree to:

• Provide accurate, complete, and timely information necessary for us to perform the Services.
• Designate a point of contact who is authorized to make decisions and provide approvals on your behalf.
• Provide reasonable access to your personnel, systems, facilities, and data as required for the performance of the Services.
• Obtain and maintain all necessary consents, permissions, and authorizations required for us to access and process data or systems as part of the Services.
• Not use our Services or Site for any illegal, unauthorized, or unethical purposes.
• Comply with all applicable laws and regulations in connection with your use of our Services.

6. Fees and Payment

Fees for our Services will be set forth in the applicable SOW or Service Agreement. Unless otherwise specified, payment terms are as follows:

• Invoices are due within thirty (30) days of the invoice date unless otherwise agreed in writing.
• Late payments may be subject to a service charge of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on any outstanding balance.
• All fees are exclusive of taxes. You are responsible for paying all applicable sales, use, value-added, or other taxes imposed by any governmental authority in connection with the Services, excluding taxes based on our net income.
• We reserve the right to suspend performance of Services if any payment is not received when due, after providing written notice and a reasonable cure period.

7. Confidentiality

Both parties agree to maintain the confidentiality of all Confidential Information disclosed during the course of the engagement. Each party agrees to:

• Use the other party's Confidential Information solely for the purpose of performing its obligations under these Terms or the applicable SOW.
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to those employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those contained herein.
• Protect Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than reasonable care.
• Return or destroy all Confidential Information upon termination of the engagement or upon the request of the disclosing party.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) IN NO EVENT SHALL CDEW CONSULTING, LLC, ITS MEMBERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO US UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(C) THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING FROM: (I) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE; (II) FRAUD OR WILLFUL MISCONDUCT; (III) BREACH OF CONFIDENTIALITY OBLIGATIONS; OR (IV) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

9. Disclaimer of Warranties

OUR SERVICES AND SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT: (A) THE SERVICES OR SITE WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) ANY ERRORS OR DEFECTS IN THE SERVICES OR SITE WILL BE CORRECTED.

WE ARE NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY THIRD-PARTY INFORMATION OR CONTENT THAT MAY BE ACCESSED THROUGH OUR SITE OR SERVICES.

10. Indemnification

You agree to indemnify, defend, and hold harmless CDEW CONSULTING, LLC, its members, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of our Site or Services in violation of these Terms; (b) your violation of any applicable law or regulation; (c) your infringement of any third-party intellectual property or other rights; or (d) any information, data, or materials provided by you that give rise to a claim against us.

11. Termination

11.1 Termination for Convenience

Either party may terminate an engagement under a specific SOW upon thirty (30) days' written notice to the other party. In the event of termination, you shall pay for all Services performed and expenses incurred up to the effective date of termination.

11.2 Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party: (a) materially breaches any provision of these Terms or the applicable SOW and fails to cure such breach within thirty (30) days after receiving written notice; (b) becomes insolvent, files for bankruptcy, or is the subject of bankruptcy proceedings; or (c) engages in fraudulent or illegal conduct related to the engagement.

11.3 Effect of Termination

Upon termination: (a) you shall pay all fees and expenses due through the effective date of termination; (b) each party shall return or destroy the other party's Confidential Information; (c) any provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, confidentiality, limitation of liability, and governing law.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved as follows:

• Negotiation: The parties shall first attempt to resolve any dispute through good-faith negotiations.
• Mediation: If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to mediation administered by a mutually agreed-upon mediation service.
• Arbitration: If mediation is unsuccessful, any dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Columbus, Ohio, and judgment upon the arbitration award may be entered in any court having jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

13. Website Use

13.1 Permitted Use

You may use our Site for lawful purposes only. You agree not to use the Site in any way that violates applicable laws or regulations, infringes upon the rights of others, or interferes with the operation of the Site.

13.2 Prohibited Activities

You agree not to: (a) attempt to gain unauthorized access to any part of our Site or systems; (b) introduce any viruses, malware, or other harmful code; (c) engage in any automated data collection or scraping without our express written consent; (d) use the Site to transmit any unsolicited commercial communications; or (e) attempt to interfere with the proper functioning of the Site.

13.3 Third-Party Links

Our Site may contain links to third-party websites. We are not responsible for the content, privacy practices, or terms of use of such websites. Your use of any linked website is at your own risk.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemic, epidemic, strikes, labor disputes, power outages, internet service disruptions, and acts or omissions of third-party service providers. The affected party shall use reasonable efforts to mitigate the effects of such events and resume performance as soon as practicable.

15. Entire Agreement

These Terms, together with any SOW or Service Agreement executed by the parties, constitute the entire agreement between you and CDEW CONSULTING, LLC regarding the subject matter hereof and supersede all prior agreements, understandings, negotiations, and discussions, whether written or oral. No modification of these Terms shall be effective unless in writing and signed by both parties, except that we may modify these Terms as described in Section 1.

16. Severability and Waiver

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing.

17. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us:

CDEW CONSULTING, LLC
6939 CAMDEN DR
NEW ALBANY, 43054
UNITED STATES

Email: support@cdewco.shop
Phone: +1 442-600-6410