Terms of Service

These Terms of Service constitute a legally binding agreement between Thy Pavilion LLC, a Utah limited liability company with its principal place of business at 3166 S 1075 W, Syracuse, UT 84075-9097, United States, and you, the individual or entity accessing our website or engaging our computer systems design, integration, and consulting services.

By accessing https://www.thypavilion.mom, submitting a contact form, requesting a consultation, or entering into a services agreement with Thy Pavilion LLC, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms in their entirety, you must not use our website or services.

1. Definitions

For purposes of these Terms, the following definitions apply:

• Company, We, Us, or Our refers to Thy Pavilion LLC, a Utah limited liability company.
• Client, You, or Your refers to the individual or legal entity accessing or using our website, or engaging our professional services.
• Services refers to computer systems design, systems integration, cloud architecture engineering, cybersecurity consulting, performance optimization, technology strategy advisory, and any related professional deliverables provided by Thy Pavilion LLC.
• Website refers to https://www.thypavilion.mom and all subpages, subdomains, and associated digital properties operated by Thy Pavilion LLC.
• Engagement Agreement refers to a separately executed statement of work, master services agreement, or consulting contract that governs a specific services engagement between Thy Pavilion LLC and a client.
• Content refers to all text, graphics, images, code, documentation, designs, and other materials displayed on or made available through the Website.

2. Scope of Services

Thy Pavilion LLC provides professional computer systems design and integration services. The specific scope, deliverables, timeline, fees, and acceptance criteria for any engagement shall be set forth in a separate Engagement Agreement executed by both parties. These Terms govern your use of the Website and serve as the general framework for our client relationships; however, in the event of a conflict between these Terms and a signed Engagement Agreement, the Engagement Agreement shall control with respect to the specific services engagement it covers.

No professional relationship is formed solely by browsing our Website or submitting a contact form inquiry. An engagement is established only upon mutual execution of a written Engagement Agreement.

3. Website Use and Acceptable Conduct

You agree to use the Website only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Website in any way that violates applicable federal, state, local, or international law or regulation.
• Transmit or introduce any viruses, worms, Trojan horses, ransomware, or other malicious or technologically harmful material.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Website, the servers on which it is hosted, or any server, computer, or database connected to the Website.
• Engage in any automated data collection, scraping, or harvesting of content from the Website without our prior written consent.
• Use the Website to send unsolicited commercial communications, spam, or phishing messages.
• Impersonate or attempt to impersonate Thy Pavilion LLC, a Thy Pavilion LLC employee, another user, or any other person or entity.

4. Intellectual Property Rights

4.1 Website Content

All Content on the Website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, page layout, underlying code, and software, is the property of Thy Pavilion LLC or its content suppliers and is protected by United States and international copyright, trademark, and other intellectual property laws. The Thy Pavilion name, the TP logo, and all related marks are trademarks of Thy Pavilion LLC. You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any Website Content without our express prior written permission.

4.2 Work Product

Unless otherwise agreed in a written Engagement Agreement, deliverables created by Thy Pavilion LLC during a services engagement — including but not limited to architectural designs, system configurations, integration code, documentation, and technical specifications — remain the intellectual property of Thy Pavilion LLC until full payment is received. Upon full payment, Thy Pavilion LLC grants the client a perpetual, non-exclusive, non-transferable license to use the deliverables for their internal business purposes.

4.3 Client Materials

You retain all ownership rights in materials, data, and information you provide to us in the course of an engagement. You grant Thy Pavilion LLC a limited, non-exclusive license to use such materials solely as necessary to perform the services under the applicable Engagement Agreement.

5. Confidentiality

Thy Pavilion LLC acknowledges that during the course of providing services, we may receive or have access to confidential, proprietary, or trade secret information belonging to you or your organization. We agree to hold all such information in strict confidence, to use it only for the purpose of performing the services, and to protect it using measures no less rigorous than those we apply to our own confidential information. This obligation survives termination of our engagement and continues for a period of five years thereafter, or indefinitely with respect to trade secrets.

Confidential information does not include information that: (a) is or becomes publicly available through no breach by Thy Pavilion LLC; (b) was independently developed by Thy Pavilion LLC without reference to your confidential information; (c) was rightfully received from a third party without restriction; or (d) is required to be disclosed by law, regulation, or court order, provided we give you prompt notice and reasonable cooperation to seek a protective order.

6. Fees and Payment

Fees for professional services are set forth in the applicable Engagement Agreement. Unless otherwise specified:

• Invoices are payable within thirty calendar days of the invoice date.
• Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
• All fees are exclusive of applicable taxes, which shall be the responsibility of the client.
• Thy Pavilion LLC reserves the right to suspend or terminate services if payment is more than forty-five days past due and the client has been given at least ten days written notice of the intent to suspend.

7. Limitation of Liability

To the fullest extent permitted by applicable law, Thy Pavilion LLC, its members, managers, officers, employees, agents, and subcontractors shall not 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 loss of goodwill — arising out of or in connection with these Terms, the Website, or the services, whether based on contract, tort, negligence, strict liability, or any other theory of liability, even if advised of the possibility of such damages.

Thy Pavilion LLC's total aggregate liability for any claim arising out of or relating to these Terms or the services shall not exceed the total fees actually paid by you to Thy Pavilion LLC during the twelve-month period immediately preceding the event giving rise to the claim. This limitation applies regardless of the form of action and survives any termination or expiration of these Terms.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

8. Disclaimer of Warranties

The Website and all Content are provided on an as is and as available basis, without warranties of any kind, either express or implied. Thy Pavilion LLC expressly disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Website will be uninterrupted, error-free, secure, or free from viruses or other harmful components, or that any defects or errors will be corrected.

Professional services are performed in a workmanlike manner consistent with generally accepted industry standards for computer systems design and integration. Except as expressly stated in an Engagement Agreement, Thy Pavilion LLC makes no warranty that any systems, architecture, or integration delivered will be error-free, achieve a particular business outcome, or remain compatible with third-party products or services that are modified after delivery.

9. Indemnification

You agree to defend, indemnify, and hold harmless Thy Pavilion LLC and its members, managers, officers, employees, agents, and subcontractors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses — including reasonable attorneys' fees — arising out of or related to: (a) your use of the Website in violation of these Terms; (b) your breach of any representation, warranty, or obligation under these Terms or an applicable Engagement Agreement; or (c) your infringement or misappropriation of any third-party intellectual property rights.

Thy Pavilion LLC shall promptly notify you of any indemnified claim, provide reasonable cooperation at your expense, and permit you to control the defense and settlement, provided that you may not enter into any settlement that imposes liability or admission of fault on Thy Pavilion LLC without our prior written consent.

10. Third-Party Links and Services

The Website may contain links to third-party websites, services, or resources that are not owned or controlled by Thy Pavilion LLC. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party sites. You acknowledge and agree that Thy Pavilion LLC shall not be liable for any damage or loss caused by your use of or reliance on any third-party content, goods, or services. We encourage you to review the terms and privacy policies of any third-party sites you visit.

11. Termination

We reserve the right to terminate or suspend your access to the Website, without prior notice or liability, for any reason, including breach of these Terms. For services engagements, termination provisions are set forth in the applicable Engagement Agreement. Provisions of these Terms that by their nature should survive termination — including intellectual property, confidentiality, limitation of liability, disclaimer of warranties, indemnification, and governing law — shall survive.

12. Governing Law and Dispute Resolution

These Terms 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, without giving effect to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or any services engagement.

Before initiating formal legal proceedings, the parties shall attempt in good faith to resolve any dispute through direct negotiation. If the dispute cannot be resolved within thirty calendar days, either party may pursue its remedies in a court of competent jurisdiction. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Davis County, Utah, for all disputes arising under these Terms.

13. Force Majeure

Thy Pavilion LLC shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor strikes or lockouts, epidemics or pandemics, governmental orders or regulations, utility or telecommunications failures, cyberattacks, or failure of third-party hosting or cloud infrastructure providers. We shall notify you promptly of any force majeure event and make reasonable efforts to resume performance as soon as practicable.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any applicable Engagement Agreement and our Privacy Policy, constitute the entire agreement between you and Thy Pavilion LLC regarding the subject matter and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

14.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

14.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by Thy Pavilion LLC to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

14.4 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without our prior written consent. Thy Pavilion LLC may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, or sale of all or substantially all of our assets.

14.5 Relationship of the Parties

Nothing in these Terms creates an agency, partnership, joint venture, employment, or franchise relationship between you and Thy Pavilion LLC. We are and shall remain an independent contractor in the performance of all services.

14.6 Electronic Communications

By using the Website or engaging our services, you consent to receive electronic communications from Thy Pavilion LLC, including emails, invoices, and legal notices. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

15. Changes to These Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. Material changes will be posted on this page with an updated effective date. For clients with active Engagement Agreements, we will provide at least thirty calendar days advance notice of material changes via email or through the Website. Your continued use of the Website or services after the effective date of any revised Terms constitutes your acceptance of the changes.

16. Contact Information

For questions, concerns, or legal notices regarding these Terms of Service, please contact Thy Pavilion LLC at: