Terms of Service

01 Introduction and acceptance

These Terms of Service — together with our Privacy Policy, any executed Statement of Work, and any other documents expressly incorporated by reference — form the entire agreement (collectively, the Agreement) between you (the Client, you, or your) and Favela Digital Consulting LLC, a Utah limited liability company with its principal place of business at 1615 E Blaine Ave, Salt Lake City, UT 84105-3802, United States, operating under the trade name Favela Consult (the Company, we, us, or our).

By accessing or using the website located at https://www.favelaconsult.lol (the Site), by sending an inquiry to talk@favelaconsult.lol, by calling +1 (959) 998-2580, or by otherwise engaging our computer integrated systems design and consulting services, you affirmatively acknowledge that you have read, understood, and agreed to be bound by these Terms. If you do not agree to every provision of these Terms, you must immediately discontinue all use of the Site and must not submit any information to us or engage our services.

1.1 Binding nature

These Terms are binding on all visitors, users, prospective clients, and current clients. Your use of the Site constitutes your electronic signature and your express acceptance of these Terms, which have the same legal force and effect as a written agreement signed by you. No course of dealing, usage of trade, or failure to enforce any provision shall constitute a waiver of any right under these Terms.

1.2 Relationship with other documents

In the event of any conflict or inconsistency between these general Terms of Service and a separately executed Statement of Work, master services agreement, or engagement letter between you and Favela Consult, the terms of the separately executed document shall prevail to the extent of the conflict. Our Privacy Policy, available at https://www.favelaconsult.lol/privacy.html, governs the collection and processing of personal data and is incorporated into these Terms by this reference. You are encouraged to review the Privacy Policy before using the Site.

1.3 Electronic communications

When you visit the Site or send emails to any @favelaconsult.lol address, you are communicating with us electronically. You consent to receive communications from us electronically, including by email and by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. We recommend that you retain copies of all electronic communications for your records.

02 Definitions and interpretation

For the purposes of these Terms of Service, the following capitalized terms shall have the meanings set forth below. Additional defined terms are introduced throughout these Terms in context and shall have the meanings ascribed to them in the relevant clause.

2.1 Rules of interpretation

In these Terms, unless the context otherwise requires: (a) words importing the singular include the plural and vice versa; (b) the words include, including, and such as are deemed to be followed by the phrase without limitation; (c) references to writing or written include email and other electronic forms of communication; (d) headings are for convenience only and do not affect the interpretation of these Terms; and (e) references to any statute or regulation include any amendment, re-enactment, or successor legislation.

03 Eligibility and authority

3.1 Natural persons

If you are an individual, you represent and warrant that you are at least eighteen (18) years of age and that you have the full legal capacity to enter into a binding contract. The Site and our Services are not directed to individuals under the age of eighteen, and we do not knowingly enter into contractual relationships with minors. If we discover that a minor has engaged our Services or submitted personal information without parental consent, we will take prompt action to terminate the relationship and delete the relevant data, subject to any legal retention obligations.

3.2 Legal entities

If you are accessing the Site or engaging our Services on behalf of a corporation, limited liability company, partnership, government agency, nonprofit organization, or any other legal entity, you represent and warrant that: (a) you are an authorized representative of that entity with full power and authority to bind the entity to these Terms; (b) the entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; and (c) the entity has all necessary consents, licenses, and approvals to enter into and perform its obligations under the Agreement. In such cases, references to you and your in these Terms shall refer to both you individually and the entity you represent, jointly and severally.

3.3 Prohibited users and jurisdictions

You represent and warrant that you are not: (a) located in, organized under the laws of, or ordinarily resident in any country or territory that is subject to comprehensive economic sanctions administered by the United States Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, or the United Kingdom; (b) identified on any denied-party, debarred-party, or specially designated nationals list maintained by any governmental authority; or (c) engaging in any activity that would cause Favela Consult to be in violation of applicable export controls, sanctions, or anti-money laundering laws.

04 Scope of services

4.1 Description of services

Favela Consult provides computer integrated systems design and related consulting services, including but not limited to: systems architecture and design; systems integration and interoperability engineering; digital transformation strategy and execution; DevOps and platform engineering; data engineering and analytics infrastructure; and technical advisory and fractional CTO services. The specific scope, deliverables, timeline, and fees for any engagement are set forth in an SOW executed by both parties. We make no commitment to perform Services except as expressly described in a written and signed SOW.

4.2 Service standards and professionalism

Favela Consult shall perform all Services with the degree of skill, care, and diligence normally exercised by qualified professionals performing similar services in the systems integration and technology consulting industry. We shall allocate sufficient qualified personnel and resources to meet the obligations described in each SOW. While we strive for excellence in every engagement, we do not guarantee that our recommendations will result in any particular business outcome, revenue increase, cost reduction, or technical performance metric — unless such outcomes are expressly warranted in a signed document.

4.3 Changes to scope

Either party may propose changes to the scope of Services described in an SOW. Any material change — including changes to deliverables, timelines, resource allocation, or fees — must be documented in a written change order signed by both parties before taking effect. Minor administrative changes and adjustments that do not materially affect scope, cost, or timeline may be agreed by email exchange between authorized representatives of each party. Favela Consult reserves the right to decline or defer any change request that it determines, in its reasonable judgment, would compromise quality, introduce disproportionate risk, or require resources not reasonably available.

4.4 Independent contractor status

Favela Consult is an independent contractor and not an employee, agent, joint venturer, or partner of the Client. Nothing in these Terms or any SOW creates an employment, agency, partnership, or joint venture relationship. Neither party has the authority to bind the other party to any contract, make any representation or warranty on behalf of the other party, or incur any debt or liability in the name of or on behalf of the other party. Favela Consult is solely responsible for its own taxes, insurance, benefits, and compliance with all laws applicable to independent contractors.

4.5 No legal, accounting, or medical advice

The Services provided by Favela Consult are exclusively technical and business-consulting in nature. Nothing in the Site, in our communications, or in our Deliverables constitutes legal advice, accounting advice, tax advice, medical advice, or any other regulated professional advice. You should consult qualified, licensed professionals in the relevant jurisdiction for matters requiring such expertise. Favela Consult shall have no liability arising from any reliance placed on our Services or Deliverables for regulatory, legal, tax, or medical purposes.

05 Client obligations and cooperation

5.1 Timely cooperation

The success of any consulting engagement depends critically on the Client's active and timely cooperation. The Client agrees to: (a) designate one or more qualified points of contact with the authority to make decisions and provide information on behalf of the Client; (b) respond to reasonable requests for information, access, and approvals within the timeframes specified in the SOW or, if not specified, within five (5) business days; (c) make technical personnel, systems, data, and documentation available to Favela Consult as reasonably required to perform the Services; and (d) ensure that its own internal systems and third-party services are properly licensed and configured. Delays caused by the Client's failure to cooperate are not the responsibility of Favela Consult and may result in adjusted timelines and additional fees.

5.2 Access and credentials

Where the Services require access to the Client's systems, networks, applications, or infrastructure, the Client shall provide Favela Consult with the necessary access credentials and permissions. The Client is responsible for ensuring that such access is granted in a secure manner — preferably through temporary, least-privilege credentials, role-based access controls, or single-sign-on mechanisms. Favela Consult shall treat all access credentials as Confidential Information and shall not use them for any purpose other than performing the Services. Upon completion or termination of an engagement, the Client shall promptly revoke all access granted to Favela Consult.

5.3 Lawful use

The Client represents and warrants that it owns, or has obtained all necessary licenses and consents for, any systems, software, data, or intellectual property that it provides to Favela Consult or upon which the Services are performed. The Client shall not request or instruct Favela Consult to perform any action that would violate applicable law, infringe third-party intellectual property rights, circumvent security controls, or otherwise breach any contract to which the Client is a party. Favela Consult reserves the right to decline any instruction that it reasonably believes to be unlawful or unethical.

5.4 Client data

The Client is solely responsible for the accuracy, completeness, legality, and reliability of all data and information provided to Favela Consult in connection with the Services. The Client warrants that it has the right to transfer or make available such data to Favela Consult for the purposes of the engagement. Favela Consult shall not be liable for any errors, omissions, or defects in the Deliverables to the extent such errors, omissions, or defects arise from inaccurate, incomplete, or unreliable data supplied by the Client.

06 Fees, invoicing, and payment

6.1 Fee structure

Fees for Services are set forth in the applicable SOW and may be structured on a fixed-price, time-and-materials, retainer, milestone-based, or hybrid basis, as mutually agreed. All fees are quoted and payable in United States Dollars (USD) unless expressly stated otherwise. Favela Consult reserves the right to adjust its standard rates for future engagements upon thirty (30) days' advance notice, provided that any rate adjustment shall not apply to SOWs already in effect unless expressly agreed by both parties.

6.2 Expenses

Unless otherwise specified in the SOW, the Client shall reimburse Favela Consult for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services, including travel, accommodation, software licenses, cloud infrastructure costs, and third-party tools. Favela Consult shall provide documentation for any single expense exceeding fifty United States Dollars ($50.00) upon request.

6.3 Invoicing and payment terms

Favela Consult shall issue invoices in accordance with the schedule specified in the SOW. The Client shall pay each undisputed invoice within thirty (30) calendar days of the invoice date (Net 30), unless a different payment term is specified in the SOW. Payments shall be made via electronic funds transfer, wire transfer, or check to the account or address designated by Favela Consult. All amounts are exclusive of applicable sales, use, value-added, goods and services, and similar taxes, which shall be the responsibility of the Client.

6.4 Late payments and interest

Any amount not paid by the due date shall bear interest at the lesser of: (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted by applicable law. In addition to interest, the Client shall reimburse Favela Consult for all reasonable costs of collection, including attorneys' fees and court costs, incurred in recovering overdue amounts. Favela Consult reserves the right to suspend performance of the Services if any invoice remains unpaid more than fifteen (15) days after the due date and the Client has not provided a bona fide written dispute.

6.5 Disputed invoices

If the Client disputes any portion of an invoice in good faith, the Client shall notify Favela Consult in writing within ten (10) business days of receipt of the invoice, specifying the nature and amount of the dispute and providing reasonable supporting documentation. The undisputed portion of the invoice shall be paid when due, and the parties shall work together in good faith to resolve the disputed portion within thirty (30) days. No interest shall accrue on amounts that are the subject of a bona fide dispute during the period of good-faith resolution.

07 Intellectual property rights

7.1 Pre-existing intellectual property

Each party retains all right, title, and interest in and to its pre-existing intellectual property — including patents, copyrights, trademarks, trade secrets, know-how, methodologies, software, tools, frameworks, libraries, templates, and documentation — that existed prior to the engagement or that is developed independently of the engagement (collectively, Background IP). Nothing in these Terms or any SOW transfers or assigns ownership of either party's Background IP to the other party. To the extent Favela Consult incorporates its Background IP into a Deliverable, the Client receives a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, non-transferable license to use that Background IP solely as necessary to use and benefit from the Deliverable.

7.2 Ownership of deliverables

Upon full payment of all fees due under the applicable SOW, Favela Consult assigns to the Client all right, title, and interest in and to the Deliverables created specifically for the Client in the course of the engagement — excluding Favela Consult's Background IP embedded therein, which remains subject to the license described in Section 7.1. The assignment under this Section 7.2 is effective automatically upon full payment, without the need for any further written instrument; however, Favela Consult agrees to execute any reasonable additional documents requested by the Client to perfect or record such assignment.

7.3 License if payment is incomplete

If any fees remain unpaid sixty (60) days after the applicable due date and are not the subject of a bona fide dispute, the assignment under Section 7.2 shall be suspended, and the Client's right to use the Deliverables shall be limited to a revocable, non-exclusive license. Upon full payment of all outstanding amounts (including accrued interest and collection costs), the assignment shall take effect as if it had been effective from the date of delivery of the Deliverables. Until full payment, Favela Consult may revoke the license upon thirty (30) days' written notice.

7.4 Moral rights

To the fullest extent permitted by applicable law, Favela Consult waives, and agrees not to assert, any moral rights — including the right of attribution and the right of integrity — in and to the Deliverables. Where such waiver is not permitted by law, Favela Consult agrees not to enforce such rights against the Client or its licensees, successors, or assigns.

7.5 Site content and trademarks

All content published on the Site — including text, graphics, logos, icons, images, audio clips, video, software, and the selection and arrangement thereof — is the exclusive property of Favela Digital Consulting LLC or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws. The Favela Consult name, the FC logo mark, and all related names, logos, product and service names, designs, and slogans are trademarks of Favela Digital Consulting LLC. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.

08 Confidentiality and non-disclosure

8.1 Obligations of confidentiality

The Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) use the Confidential Information only for the purpose of performing its obligations or exercising its rights under the Agreement; (c) not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent; (d) limit access to the Confidential Information to those of its employees, officers, contractors, and agents who have a legitimate need to know and who are bound by written confidentiality obligations at least as protective as those set forth in this Clause; and (e) protect the Confidential Information using the same degree of care that it uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care.

8.2 Exceptions

The obligations in Section 8.1 shall not apply to information that: (a) is or becomes publicly available through no breach of the Agreement by the Receiving Party; (b) was already in the Receiving Party's lawful possession without an obligation of confidentiality at the time of disclosure, as evidenced by contemporaneous written records; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by contemporaneous written records; or (d) is rightfully received by the Receiving Party from a third party without an obligation of confidentiality.

8.3 Compelled disclosures

If the Receiving Party is required by applicable law, court order, subpoena, or governmental authority to disclose any of the Disclosing Party's Confidential Information, the Receiving Party shall: (a) to the extent legally permitted, promptly notify the Disclosing Party of the requirement before making the disclosure; (b) cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy; and (c) disclose only that portion of the Confidential Information that its legal counsel advises is legally required to be disclosed.

8.4 Return or destruction

Upon termination or expiration of the Agreement, or at any time upon the Disclosing Party's written request, the Receiving Party shall promptly return or, at the Disclosing Party's option, securely destroy all Confidential Information in its possession or control — including all copies, extracts, summaries, notes, and derivative works. Upon request, an officer of the Receiving Party shall certify in writing that the return or destruction has been completed. The Receiving Party may retain one copy of Confidential Information solely to the extent required by applicable law or regulation, or for archival and backup purposes in accordance with its standard data retention policies, provided that such retained information remains subject to the confidentiality obligations of this Clause indefinitely.

8.5 Duration of confidentiality obligations

The obligations under this Clause 8 shall survive the termination or expiration of the Agreement for the longer of: (a) five (5) years from the date of disclosure of the relevant Confidential Information; or (b) with respect to trade secrets, for so long as the information qualifies as a trade secret under applicable law. The survival of confidentiality obligations is not limited by any statute of limitations.

09 Data protection and privacy

9.1 Privacy Policy

The collection, processing, storage, and sharing of personal data through the Site and in connection with our Services are governed by our Privacy Policy, which is incorporated by reference and available at https://www.favelaconsult.lol/privacy.html. By using the Site or engaging our Services, you consent to the data practices described in the Privacy Policy. If you are located in a jurisdiction with data protection laws — including the Utah Consumer Privacy Act (UCPA), the California Consumer Privacy Act (CCPA), the EU General Data Protection Regulation (GDPR), or similar — you have certain rights with respect to your personal data, as described in the Privacy Policy.

9.2 Data processing in consulting engagements

Where Favela Consult processes personal data on behalf of the Client in the course of a consulting engagement, the parties shall enter into a data processing agreement or incorporate data processing terms into the SOW. In such engagements, Favela Consult acts as a data processor and the Client acts as the data controller. Favela Consult shall process personal data only on the Client's documented instructions and shall implement appropriate technical and organizational measures to protect the data. The specific data processing terms — including subject matter, duration, nature and purpose of processing, types of personal data, and categories of data subjects — shall be described in the applicable SOW or data processing agreement.

9.3 Information security

Favela Consult implements and maintains commercially reasonable administrative, technical, and physical safeguards to protect information in our possession or control from unauthorized access, use, alteration, disclosure, or destruction. However, no method of electronic storage or transmission over the Internet is entirely secure. While we strive to protect your information, we cannot and do not guarantee absolute security. The Client is responsible for maintaining the confidentiality of its own access credentials and for promptly notifying Favela Consult of any suspected or actual unauthorized access to its systems.

10 Representations and warranties

10.1 Mutual representations and warranties

Each party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has the full right, power, and authority to enter into the Agreement and to perform its obligations hereunder; (c) the execution, delivery, and performance of the Agreement has been duly authorized by all necessary corporate or organizational action; and (d) the Agreement constitutes a valid and binding obligation, enforceable against it in accordance with its terms.

10.2 Service warranty

Favela Consult warrants that the Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards for systems integration and technology consulting. If any Service fails to meet this standard, as the Client's sole and exclusive remedy (unless otherwise required by law), Favela Consult shall, at its option and expense, either re-perform the non-conforming Service or refund the fees paid for that portion of the Service. To receive this remedy, the Client must notify Favela Consult in writing of the non-conformance within thirty (30) days after performance of the relevant Service, describing the deficiency in reasonable detail.

10.3 Disclaimer of warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS CLAUSE 10, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FAVELA CONSULT PROVIDES THE SITE AND SERVICES ON AN AS IS AND AS AVAILABLE BASIS AND DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE — INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF DATA, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, FAVELA CONSULT DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

10.4 Client's system environment

The Client acknowledges that the effectiveness of the Services depends in part on the Client's existing systems, infrastructure, personnel, and business processes — factors over which Favela Consult has no control. Favela Consult makes no warranty that its recommendations or Deliverables will be compatible with, or function without error in, every component of the Client's technology environment. The Client is responsible for testing, validating, and accepting Deliverables in its own environment before deploying them in production.

11 Limitation of liability

11.1 Exclusion of certain damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS PROVIDED IN SECTION 11.3, NEITHER FAVELA CONSULT NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS SHALL BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES — INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR DIMINUTION IN VALUE — ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SITE, OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on direct damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF FAVELA CONSULT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SITE, OR THE SERVICES — WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO FAVELA CONSULT UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE THOUSAND UNITED STATES DOLLARS ($1,000.00), IF NO FEES HAVE BEEN PAID. THIS LIMITATION APPLIES IN THE AGGREGATE — NOT ON A PER-CLAIM BASIS — AND MULTIPLE CLAIMS SHALL NOT ENLARGE THIS LIMIT.

11.3 Exceptions to limitations

The limitations and exclusions set forth in this Clause 11 shall not apply to: (a) damages arising from a party's fraud, willful misconduct, or gross negligence; (b) damages arising from bodily injury or death; (c) a party's breach of its confidentiality obligations under Clause 8; (d) a party's infringement or misappropriation of the other party's intellectual property rights; (e) the Client's obligation to pay fees for Services actually rendered; or (f) any liability that cannot be excluded or limited under applicable law. The parties acknowledge that the limitations of liability in this Clause reflect a deliberate, bargained-for allocation of risk and that Favela Consult's fees would be substantially higher absent such limitations.

11.4 Time limitation for claims

Except for claims relating to the Client's payment obligations, no action arising out of or relating to the Agreement may be brought by either party more than one (1) year after the cause of action has accrued — or, for claims relating to a specific SOW, more than one (1) year after the termination or expiration of that SOW, whichever occurs first. This contractual limitation period supersedes any longer statute of limitations that might otherwise apply.

12 Indemnification

12.1 Indemnification by the Client

The Client agrees to indemnify, defend, and hold harmless Favela Digital Consulting LLC and its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses — including reasonable attorneys' fees and court costs — arising out of or relating to: (a) the Client's breach of any representation, warranty, or obligation under the Agreement; (b) the Client's violation of any applicable law, regulation, or third-party right; (c) any claim that data, materials, or systems provided by the Client infringe or misappropriate a third party's intellectual property rights; (d) the Client's negligence, willful misconduct, or fraud; or (e) any claim by a third party arising from the Client's use of the Deliverables in combination with products, services, or content not provided by Favela Consult, where the claim would not have arisen but for such combination.

12.2 Indemnification by Favela Consult

Favela Consult agrees to indemnify, defend, and hold harmless the Client from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses — including reasonable attorneys' fees and court costs — arising out of or relating to: (a) any claim that the Deliverables, as delivered by Favela Consult and used in accordance with the Agreement, infringe a third party's United States copyright or patent; or (b) Favela Consult's gross negligence, willful misconduct, or fraud.

12.3 Indemnification procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) give the indemnifying party sole control of the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim in a manner that imposes an admission of liability or ongoing obligation on the indemnified party without the indemnified party's prior written consent (not to be unreasonably withheld or delayed); and (c) provide reasonable cooperation and assistance, at the indemnifying party's expense, in the defense or settlement of the claim. The indemnified party may participate in the defense at its own expense with counsel of its own choosing.

13 Termination and suspension

13.1 Termination for convenience

Unless otherwise specified in the SOW, either party may terminate any SOW for any reason or for no reason upon thirty (30) days' prior written notice to the other party. During the notice period, Favela Consult shall use commercially reasonable efforts to complete work in progress, document the state of the project, and transfer knowledge to the Client or its designee. The Client shall pay for all Services performed and all non-cancellable expenses incurred through the effective date of termination.

13.2 Termination for cause

Either party may terminate the Agreement or any SOW immediately upon written notice if the other party: (a) commits a material breach of the Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; (b) becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, has an involuntary bankruptcy petition filed against it that is not dismissed within sixty (60) days, or ceases to conduct business in the ordinary course; or (c) engages in fraud, willful misconduct, or conduct that materially harms the other party's reputation or business.

13.3 Suspension of services

Without limiting its termination rights, Favela Consult may suspend performance of the Services upon five (5) business days' written notice if: (a) the Client fails to pay any undisputed invoice when due and does not cure the non-payment within the notice period; (b) the Client fails to provide necessary access, information, or cooperation, and the suspension is necessary to protect the integrity or security of Favela Consult's systems or personnel; or (c) Favela Consult reasonably believes that continuing the Services would violate applicable law or expose Favela Consult to unacceptable legal, regulatory, or security risk. Services shall resume promptly upon the Client's cure of the condition giving rise to the suspension.

13.4 Effect of termination

Upon termination or expiration of the Agreement: (a) all rights and licenses granted to the Client shall immediately terminate, except for the perpetual license to Background IP embedded in Deliverables as described in Section 7.1, and the assignment of fully paid Deliverables as described in Section 7.2; (b) the Client shall pay all outstanding fees and expenses within fifteen (15) days; (c) each party shall return or destroy the other party's Confidential Information as described in Section 8.4; and (d) any provisions of the Agreement that by their nature should survive termination — including those relating to confidentiality, intellectual property, limitation of liability, indemnification, dispute resolution, and governing law — shall survive.

14 Dispute resolution and governing law

14.1 Governing law

These Terms, the Agreement, each SOW, and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Utah, United States, without giving effect to any conflict-of-laws principles that would require the application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to the Agreement.

14.2 Exclusive jurisdiction and venue

Subject to Section 14.3, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah, for the resolution of any dispute arising out of or relating to the Agreement. Each party waives any objection to venue in such courts, including any objection based on forum non conveniens. The parties agree that the Agreement shall not be governed by the UCITA (Uniform Computer Information Transactions Act).

14.3 Mandatory mediation

Before initiating any litigation — except for claims seeking urgent injunctive or equitable relief — the parties shall first attempt to resolve the dispute through mediation. The mediation shall be administered by JAMS (Judicial Arbitration and Mediation Services) or another mutually agreed mediation provider, shall be conducted in Salt Lake City, Utah, or via videoconference, and shall be concluded within sixty (60) days of the initial request for mediation. Each party shall bear its own mediation costs, and the parties shall share equally the fees and expenses of the mediator. This Section 14.3 is a condition precedent to the filing of any lawsuit.

14.4 Equitable relief

Notwithstanding the foregoing, each party acknowledges that a breach of the confidentiality, intellectual property, or non-solicitation provisions of the Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either party may seek injunctive, declaratory, or other equitable relief from any court of competent jurisdiction without the need to post bond or prove actual damages, and without first complying with the mediation requirement in Section 14.3. Any such action for equitable relief shall not waive the right to pursue other remedies.

14.5 Waiver of jury trial

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THE AGREEMENT. THIS WAIVER APPLIES TO ALL CLAIMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY'S ENTRY INTO THE AGREEMENT.

14.6 Class action waiver

To the maximum extent permitted by applicable law, each party agrees that any dispute resolution proceedings — whether in court, in arbitration, or in mediation — shall be conducted solely on an individual basis and not in a class, consolidated, collective, or representative action. The parties expressly waive any right to participate as a plaintiff or class member in any class action, collective action, private attorney general action, or other representative proceeding.

15 Third-party services and external links

15.1 Third-party websites

The Site may contain links to external websites, resources, and services that are not owned or controlled by Favela Consult. We provide these links solely as a convenience and informational resource. Favela Consult does not endorse, warrant, or assume responsibility for the content, accuracy, privacy practices, or availability of any external website or resource. You access and use third-party websites entirely at your own risk, subject to the terms and conditions and privacy policies of those websites. We encourage you to review the applicable terms and privacy policy of any third-party website before engaging with it.

15.2 Third-party tools and platforms

In the course of delivering Services, Favela Consult may recommend, configure, or integrate third-party software, cloud platforms, APIs, or other tools. Unless expressly stated in an SOW, Favela Consult: (a) does not resell, license, or warrant the performance or quality of any third-party tool; (b) shall not be liable for any loss, damage, or disruption caused by the failure, unavailability, or change in terms of any third-party tool; and (c) the Client's use of such tools remains subject to the end-user license agreement, terms of service, or other contractual terms established by the third-party provider. The Client is responsible for obtaining its own licenses for any third-party tools used in connection with the Services.

15.3 Third-party claims and DMCA

Favela Consult respects intellectual property rights and expects the same from its Clients and Site users. If you believe that any content on the Site infringes your copyright, please send a notice to our designated agent at talk@favelaconsult.lol with the following information: (a) a physical or electronic signature of the copyright owner or authorized agent; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing and its location on the Site; (d) your contact information including address, telephone number, and email; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

16 Force majeure

16.1 Definition

Neither party shall be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, volcanic eruption, epidemic, pandemic, or other natural disasters; war, terrorism, riot, civil unrest, or insurrection; national or regional emergency; government act, law, regulation, executive order, or judicial ruling; labor strikes, lockouts, or other industrial disturbances (other than those limited to the affected party's own workforce); failure or shortage of power, telecommunications, bandwidth, or Internet infrastructure; denial-of-service attacks, ransomware attacks, or other malicious cyber incidents not caused by the affected party's gross negligence; or embargo, blockade, or trade restriction (each, a Force Majeure Event).

16.2 Effect

Upon the occurrence of a Force Majeure Event, the affected party shall: (a) promptly notify the other party in writing, describing the event and its anticipated impact on performance; (b) use commercially reasonable efforts to resume performance as soon as practicable; and (c) keep the other party reasonably informed of its progress. The time for performance shall be extended by a period equal to the duration of the Force Majeure Event and any reasonable recovery period. If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected SOW upon written notice without liability — provided that the Client shall pay for all Services performed prior to termination.

17 Amendments and modifications

17.1 Amendments to general terms

Favela Consult reserves the right to modify or update these Terms of Service at any time, in its sole discretion, to reflect changes in our business practices, legal obligations, or industry standards. When we make modifications, we will revise the Last reviewed date at the top of this page and post the updated Terms on the Site. If the modifications are material, we will provide reasonable advance notice — at least thirty (30) days — by posting a prominent notice on the Site and, for active Clients, by sending an email to the address on file. Your continued use of the Site or our Services after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree with the modifications, you must discontinue use of the Site and may terminate any existing SOWs in accordance with Clause 13.

17.2 Amendments to statements of work

No amendment, modification, or supplement to an SOW shall be effective unless it is in writing and signed by authorized representatives of both parties. Course of dealing, course of performance, and usage of trade shall not operate to modify any provision of an SOW. This clause may not be waived except by a written instrument signed by both parties.

17.3 Archived versions

Favela Consult shall maintain an archive of prior versions of these Terms of Service for the preceding three (3) years. Any dispute shall be governed by the version of the Terms in effect at the time the relevant event or transaction giving rise to the dispute occurred. If you require access to a prior version of the Terms, please contact us at talk@favelaconsult.lol, and we will provide it within a reasonable time.

18 General provisions

18.1 Entire agreement

These Terms of Service, together with our Privacy Policy, any executed SOWs, and any documents expressly incorporated by reference, constitute the entire agreement between you and Favela Digital Consulting LLC with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties — both written and oral — relating to such subject matter. No representation, inducement, promise, or agreement not expressly set forth in the Agreement shall be of any force or effect.

18.2 Severability

If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified or severed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect. If such modification is not possible, the provision shall be severed, and the court shall enforce the remaining provisions as if the severed provision had never been included. The parties shall negotiate in good faith to replace any severed provision with a valid provision that most closely approximates the original economic and legal intent.

18.3 Waiver

No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. The failure or delay of either party to exercise any right, remedy, power, or privilege under the Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise.

18.4 Assignment

The Client may not assign, delegate, or transfer the Agreement or any of its rights or obligations hereunder — whether by operation of law, merger, acquisition, change of control, or otherwise — without Favela Consult's prior written consent, which shall not be unreasonably withheld. Any attempted assignment in violation of this Section shall be null and void. Favela Consult may assign the Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets without the Client's consent, provided that the assignee agrees in writing to be bound by the terms of the Agreement.

18.5 Notices

All notices, requests, demands, claims, and other communications required or permitted under the Agreement shall be in writing and shall be delivered by: (a) personal delivery; (b) a nationally recognized overnight courier service with delivery confirmation; (c) certified or registered United States mail, return receipt requested, postage prepaid; or (d) electronic mail (email), provided that a read receipt or acknowledgment of receipt is obtained. Notices to Favela Consult shall be sent to talk@favelaconsult.lol with a copy to our registered office at 1615 E Blaine Ave, Salt Lake City, UT 84105-3802, United States. Notices to the Client shall be sent to the email or physical address on file from the most recent SOW or correspondence. Notice shall be deemed effective upon personal delivery, one (1) business day after dispatch via overnight courier, five (5) business days after deposit in the United States mail, or, for email, upon confirmation of receipt during business hours (otherwise the next business day).

18.6 Relationship of the parties

The parties are independent contractors, and nothing in the Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between them. Neither party is authorized to make any representation, contract, or commitment on behalf of the other party unless expressly authorized in writing.

18.7 No third-party beneficiaries

The Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns, and nothing in the Agreement — express or implied — is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever. There are no third-party beneficiaries to the Agreement.

18.8 Construction

The parties acknowledge that they have been represented by — or had the opportunity to be represented by — independent legal counsel in the negotiation and preparation of the Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting the Agreement. The Section headings and sub-headings are for convenience of reference only and shall not affect the interpretation of the Agreement.

18.9 Counterparts

The Agreement and any SOW may be executed in counterparts — each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A signed copy of the Agreement or an SOW delivered by facsimile, email, or other electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy.

18.10 Contact information

For questions, concerns, or notices relating to these Terms of Service, please contact Favela Digital Consulting LLC at: