1. Acceptance of These Terms
These Terms of Service form a binding agreement between you and WKB Holding LLC, a limited liability company organized in the United States with its address at 39 W 100 S, Kanab - 84741-3406, United States (US). By accessing our website at https://www.wisebridge.autos, requesting our services, or otherwise using the offerings described on this site, you agree to be bound by these terms. If you are entering into this agreement on behalf of an organization, you represent that you have the authority to bind that organization. If you do not agree with any provision of these terms, you must not use our website or services. Please read these terms carefully before proceeding.
2. Overview of Our Services
WiseBridge, a practice of WKB Holding LLC, provides computer systems design and computer integrated systems design services, along with related consulting, engineering, data, security, and managed support offerings. The specific services to be provided for a particular engagement are described in a statement of work, proposal, or other written agreement that forms part of this contract. These Terms of Service govern all services unless a separate written agreement expressly overrides them. Nothing in these terms obligates either party to enter into any particular engagement. Each engagement begins with a written agreement that defines scope, deliverables, timeline, and fees.
3. Eligibility and Registration
Our website and services are intended for use by adults acting on their own behalf or on behalf of a business entity. By using our services, you represent that you are at least the age of majority in your jurisdiction. If you create an account or portal login through our services, you agree to provide accurate and current information and to keep your credentials secure. You are responsible for all activity that occurs under your account. You must notify us promptly if you become aware of any unauthorized use of your account or credentials. We may suspend or close accounts that are used in violation of these terms.
4. Client Responsibilities
You agree to provide the information, access, and cooperation that we reasonably need to perform the services. This includes timely responses to questions, access to your systems and staff as required, and accurate descriptions of your requirements and constraints. You are responsible for the accuracy and legality of the content and data you provide to us. You agree to obtain all necessary rights and permissions for any data, software, or systems that you ask us to work with. Delays caused by missing information or lack of cooperation may extend the timeline for delivery. We are not responsible for failures caused by your failure to meet these responsibilities.
5. Acceptable Use of Services
You agree to use our website and services only for lawful purposes and in a manner that does not violate the rights of others. You may not use our services to transmit unlawful, harmful, or misleading content, or to engage in activity that interferes with the operation of our systems or the systems of others. You may not attempt to gain unauthorized access to any part of our systems, to reverse engineer our software without permission, or to probe for vulnerabilities in a way that is not part of an agreed security assessment. You may not resell, sublicense, or redistribute our services without our prior written consent. We reserve the right to suspend access for any activity that we reasonably believe violates these rules.
6. Project Scope and Statements of Work
Every engagement is governed by a statement of work or proposal that defines the services, deliverables, milestones, and fees. The statement of work is incorporated into these terms by reference. Our team will perform the services described in the statement of work with reasonable skill and care and in accordance with the timeline set out in that document. You are responsible for reviewing the statement of work before you approve it and for notifying us of any errors or omissions. Unless we agree otherwise in writing, our obligations are limited to the deliverables described in the approved statement of work.
7. Change Requests and Scope Management
Work beyond the scope described in an approved statement of work requires a written change request. If you request changes that add to the work, we will prepare a revised estimate of the additional fees and any impact on the timeline. Work that proceeds without an approved change request is considered outside the scope of the engagement and will be billed at our then-current rates. We will not begin work on a change until you have approved the revised estimate in writing. Our change process protects both parties by ensuring that expectations remain clear and that pricing remains fair throughout the engagement.
8. Fees, Invoicing, and Payment
Fees for services are set out in the applicable statement of work or proposal. Unless otherwise agreed, invoices are due within 30 days of the invoice date. Late payments may be subject to interest at the maximum rate permitted by law. We may pause work if an invoice remains unpaid for more than 30 days after the due date. You are responsible for all taxes imposed on the services, other than taxes based on our income. Payment obligations survive the termination of this agreement for services already performed. All fees are stated in United States dollars unless a written agreement states otherwise.
9. Delivery, Acceptance, and Testing
Deliverables are deemed accepted when they are provided to you and you have had a reasonable opportunity to review them, unless a separate acceptance procedure is described in your statement of work. If your statement of work includes an acceptance test, we will cooperate with you to complete that test within the agreed period. If you identify defects in a deliverable, you must report them to us within a reasonable time so that we can correct them. We will use reasonable efforts to correct material defects reported during the acceptance period at no additional charge. Work performed after acceptance or beyond the correction period may be billed at our standard rates.
10. Intellectual Property Rights
We retain all rights, title, and interest in the tools, methodologies, frameworks, and pre-existing materials that we use to deliver our services. Any custom software, code, and deliverables created specifically for you under a paid engagement become your property once we have received full payment, except as otherwise provided in a separate agreement. You grant us a limited license to use your materials, systems, and content to the extent necessary to perform the services. We will not use your confidential materials for any purpose other than providing the services to you. Third-party components included in our work remain subject to their own licenses, which we will identify where required.
11. Client Data and Confidential Information
During an engagement, each party may disclose confidential information to the other. Confidential information includes business plans, technical designs, financial data, and any information marked as confidential or reasonably understood to be confidential. Each party agrees to protect the confidential information of the other with the same care it uses for its own similar information, and to use it only for the purposes of the engagement. Confidentiality obligations do not apply to information that becomes public through no fault of the receiving party, information that was already known, or information required to be disclosed by law. You retain ownership of your data, and we act as a processor for that data as described in our Privacy Policy.
12. Warranties and Disclaimers
We warrant that the services will be performed in a workmanlike manner consistent with industry standards. If we breach this warranty, our only obligation is to re-perform the affected work at no additional charge. Except for the warranty stated in this section, the services and deliverables are provided on an as is and as available basis. We do not warrant that our systems will be uninterrupted or error free, or that our work will be free from all defects. To the fullest extent permitted by law, we disclaim all other warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
13. Limitation of Liability
To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or in connection with this agreement. The total liability of each party under this agreement, whether in contract, tort, or otherwise, will not exceed the total fees paid or payable by you under the applicable engagement during the six months preceding the claim. Certain jurisdictions do not allow the limitation of incidental or consequential damages, so the limitations above may not apply to you. The exclusions and limitations in these terms apply regardless of whether a party has been advised of the possibility of such damages.
14. Indemnification
You agree to indemnify, defend, and hold harmless WKB Holding LLC and its officers, directors, employees, and agents from and against any claims, damages, liabilities, and expenses arising out of your use of our services, your violation of these terms, or your violation of the rights of a third party. We will notify you promptly of any claim that is subject to this indemnification and will provide reasonable cooperation in the defense of that claim. You will not settle any claim without our prior written consent if that settlement admits fault on our part. This indemnification obligation survives the termination of this agreement.
15. Third-Party Products and Services
Our work may involve integrating with products, platforms, or services provided by third parties. We do not control and are not responsible for the performance, availability, or terms of any third-party product or service. Your use of any third-party product or service is governed by the terms of that provider. We will help you select and connect to third-party tools, but we do not warrant their fitness for your purposes. If a third-party provider changes its service in a way that affects your integration, we will use reasonable efforts to adapt our work, and any additional work will be billed under our change process.
16. Term, Termination, and Suspension
This agreement begins when you first use our website or accept an engagement and continues until terminated. Either party may terminate an engagement for convenience by giving 30 days written notice, subject to payment for work performed up to the date of termination. Either party may terminate immediately if the other party breaches a material term of this agreement and fails to cure the breach within 15 days of written notice. Upon termination, you must pay for all work performed and expenses incurred up to the effective date of termination. We may suspend services if you fail to pay amounts when due or if you violate an acceptable use provision. Sections of these terms that by their nature should survive termination will survive.
17. Governing Law and Jurisdiction
These Terms of Service are governed by the laws of the State of Utah, United States, without regard to its conflict of law rules. Our business address is located in the State of Utah, and the parties agree that this choice of law is reasonable. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any dispute arising out of or relating to these terms will be subject to the exclusive jurisdiction of the state and federal courts located in the State of Utah. Each party submits to the personal jurisdiction of those courts and waives any objection based on venue or inconvenient forum.
18. Dispute Resolution and Arbitration
The parties will attempt to resolve any dispute through good faith negotiation before taking formal action. If the dispute is not resolved within 30 days of written notice, either party may initiate mediation or arbitration as required by applicable law. Small claims disputes may be brought in any court that has jurisdiction. Each party will bear its own costs in any dispute resolution process, unless a court or arbitrator awards costs to a prevailing party. This section does not prevent either party from seeking injunctive or equitable relief to protect its rights or property. Any arbitration will be conducted by a single neutral arbitrator under the rules then in effect.
19. Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under this agreement if the delay or failure results from an event beyond the reasonable control of that party. Such events include natural disasters, war, civil unrest, public health emergencies, power failures, telecommunications outages, and similar causes. The affected party will notify the other party as soon as reasonably possible and will use reasonable efforts to resume performance. If the event continues for more than 60 days, either party may terminate the affected engagement upon written notice without further liability. Amounts owed for work already performed will remain payable.
20. Changes to These Terms
We may revise these Terms of Service from time to time to reflect changes in our business, technology, or legal environment. When we make a revision, we will update the effective date shown at the top of this page. For material changes, we will take reasonable steps to notify you, such as posting a notice on our website. Your continued use of our website or services after a revision takes effect means that you accept the revised terms. If you do not accept the revised terms, you must stop using our services. The current version of these terms will always be available at https://www.wisebridge.autos/terms-of-service.
21. General Provisions
These terms, together with any statement of work, proposal, or other written agreement, constitute the entire agreement between you and WKB Holding LLC regarding the services and supersede all prior discussions and agreements. If any provision of these terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. The headings in these terms are for convenience only and do not affect their interpretation. Our failure to enforce any provision is not a waiver of our right to enforce it later. These terms may be executed in counterparts.
22. Electronic Signatures and Notices
Where these terms or any engagement document require a signature, an electronic signature is acceptable to the same extent as a written signature under applicable law. We may deliver notices by email, by posting on our website, or by other electronic means, and you agree that such notices are sufficient for all legal purposes. You must keep your email address current so that you receive notices in a timely manner. Written notices under this agreement may be sent to WKB Holding LLC at 39 W 100 S, Kanab - 84741-3406, United States (US) or by email to call@wisebridge.autos.
23. Contact Information
If you have any questions about these Terms of Service, please contact us before using our services. You may email us at call@wisebridge.autos. You may call us by telephone at +14843394893. You may also write to us by mail at WKB Holding LLC, 39 W 100 S, Kanab - 84741-3406, United States (US). Our team will respond to your enquiry promptly. If you are a current client, please contact your account representative directly for faster service. We look forward to working with you.