Agreement to These Terms
These Terms of Service form a binding agreement between you and HEBGEN RANCH LLC. They govern your use of the website at www.hebgene.mom and the terms on which we provide computer systems design and integration services. By using the website, by contacting us through it, or by accepting a proposal that references these Terms, you confirm that you have read these Terms, that you understand them, and that you agree to be bound by them. If you do not agree, you must stop using the website and not engage our services.
We publish these Terms openly so that no client ever discovers a condition for the first time on an invoice. Where a signed statement of work or a separate master services agreement applies to an engagement, that signed document controls over these Terms to the extent of any conflict, and these Terms continue to apply to everything the signed document does not address.
About HEBGEN RANCH LLC and the Services
HEBGEN RANCH LLC is a limited liability company organized in the State of Utah, with its principal place of business at 878 S Chestnut Dr, Fruit Heights - 84037-3216, United States (US). The services described on this website are developed and operated by the developer Hebgen. Our work consists of computer systems design and related professional services, including enterprise systems design, cloud platform engineering, custom application development, data integration and pipelines, security architecture, and managed operations and support.
All references in these Terms to the company, we, us, or our mean HEBGEN RANCH LLC. References to you mean the visitor to the website, the prospective client in discussions with us, or the client under an engagement, as the context requires. Our website describes capabilities in general terms; the precise obligations for any engagement are fixed in writing as described in the sections below.
Definitions
In these Terms, the following words carry the meanings given here. Services means the professional computer systems design and integration services we agree to perform. Deliverables means the work product we are engaged to produce, including designs, code, configurations, documentation, and reports. Statement of Work means a document signed by both parties that describes the scope, schedule, fees, and acceptance criteria of an engagement. Client Materials means information, systems, credentials, and content that you provide for use in the engagement. Pre-Existing Materials means material developed by us before the engagement or outside it, including tools, libraries, and know-how, and licensed rather than sold to you as described below.
Confidential Information means non-public information disclosed by either party that is marked confidential or that a reasonable professional would understand to be confidential given its nature and the circumstances of disclosure. Effective Date means the date stated at the top of these Terms. Business Day means Monday through Friday, excluding public holidays observed in the State of Utah.
Eligibility and Authority to Contract
Our services are offered to businesses and organizations, and to individuals acting in a professional capacity. You confirm that you are at least eighteen years old and that, if you act for an organization, you have the authority to bind that organization to these Terms and to any Statement of Work that follows. We may ask for evidence of that authority, and engagements may be paused until it is provided.
You further confirm that the information you give us about your organization, its systems, and its right to use them is accurate. Work on systems you do not own or control requires written permission from the owner before we begin, because a professional crew does not work ground it does not hold the deed to.
Description and Scope of the Services
We provide the disciplines described on the Services page of this website: enterprise systems design, cloud platform engineering, custom application development, data integration and pipelines, security architecture, and managed operations and support. Descriptions on the website are illustrative and do not by themselves constitute an offer, a warranty of a particular result, or an agreement to accept any particular project.
The binding scope of any engagement is the scope stated in the applicable Statement of Work. Anything not stated there is out of scope, and work beyond the stated scope is performed only under a written change order signed by both parties. This discipline protects both sides: it keeps our engineers focused on the agreed fence line, and it keeps your budget free of surprises.
Engagement Process and Statements of Work
An engagement typically begins with a survey, meaning interviews, a review of your current systems, and a findings report. Based on the survey we prepare a proposal containing the proposed approach, the schedule, the team, and the fees. If you accept the proposal, we record the agreement in a Statement of Work that both parties sign, and that document becomes the reference for measuring performance on both sides.
Statements of Work state the deliverables, the acceptance criteria, the milestones and dates, the fees and payment schedule, the personnel commitments where relevant, and the assumptions on which the price depends. If an assumption proves false, for example if a system is documented differently from its actual state, we will raise the issue promptly and propose a change order rather than silently absorbing an unlimited difference.
Client Responsibilities and Access
Every engagement depends on cooperation from your side. You agree to provide timely access to the systems, data, and personnel reasonably required for the work; to respond to questions within the times stated in the Statement of Work; to designate a decision-maker empowered to approve or reject deliverables; and to ensure that any Client Materials you give us are accurate and that you have the right to share them with us.
You are responsible for the security of credentials you issue to us, and you agree to issue the least privileged access that allows the work to proceed. If a delay on your side affects the schedule, we will record the delay and its effect in writing, and milestone dates will shift by the length of the delay. We will never use schedule pressure as a reason to skip testing or to ship an unreviewed change, and we ask you not to ask us to.
Deliverables, Review, and Acceptance
Deliverables are presented for review in the manner and at the milestones stated in the Statement of Work. You have the review period stated there, ordinarily ten Business Days, to examine a deliverable against the acceptance criteria. A deliverable is accepted when you approve it in writing or when the review period ends without a written rejection that identifies a specific failure against the criteria.
If a deliverable fails the criteria, we will correct it and present it again at no additional charge, provided the failure is within our control and the criteria themselves have not changed. Acceptance does not reduce the warranties stated in these Terms, and payment of an invoice is not, by itself, acceptance of a defective deliverable.
Fees, Invoicing, and Taxes
Fees are stated in each Statement of Work and may take the form of a fixed price, time and materials rates, or a recurring monthly fee for managed operations. Unless a Statement of Work states otherwise, invoices are issued monthly in arrears for time and materials work, at milestones for fixed price work, and at the start of each month for recurring fees. Amounts are stated in United States dollars.
Fees do not include taxes. You are responsible for sales, use, value added, and similar taxes arising from the engagement, excluding taxes on our income. If a withholding is required by law, you agree to provide official receipts so that we can claim the corresponding credit. Travel, hosting, licenses, and other third-party costs are billed only when the Statement of Work says they will be, and at the rates stated there.
Payment Terms and Late Amounts
Invoices are payable within thirty days of the date of the invoice unless the Statement of Work states a different term. Payment should be made by the method stated on the invoice, and you agree to include a remittance reference so that payments can be matched to the correct engagement without delay.
If an undisputed amount remains unpaid fifteen days after we send a written reminder, we may charge interest on the late amount at the rate of one and one half percent per month or the maximum rate the law allows, whichever is lower, and we may suspend performance of the affected engagement until the account is current. Suspension of one engagement does not affect obligations under others. You may withhold only amounts that are the subject of a good faith dispute, and you agree to work with us in a reasonable effort to resolve any dispute promptly.
Intellectual Property and Ownership
Upon your payment in full of the fees for the relevant deliverables, we assign to you all right, title, and interest in the Deliverables created specifically for you under the Statement of Work, excluding Pre-Existing Materials and excluding third-party components used under their own licenses. Until payment is complete, we retain ownership of the Deliverables, and we grant you a limited license to use them in your internal operations in the interim.
We retain all right, title, and interest in the company name, the Hebgen name, our website, our methodologies, our tools, and our general know-how, and nothing in these Terms transfers any of those to you. You retain all right, title, and interest in your Client Materials and in your pre-existing systems. This division follows a simple ranch rule: the custom fence we build on your land is yours; the post-hole digger that built it remains ours.
Licenses to Pre-Existing and Third-Party Materials
Where a Deliverable incorporates Pre-Existing Materials, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use those materials as embedded in the Deliverable, for the life of the Deliverable, including the right to maintain and modify the combined work. Where a Deliverable incorporates third-party software under an open source or commercial license, we identify the components and their licenses in writing, and your use of those components is governed by their own terms.
We do not incorporate into a Deliverable any component whose license would require you to release your own source code, unless you have agreed to that effect in the Statement of Work. If a third-party license changes in a way that affects your rights, we will notify affected clients promptly and, where practical, offer a replacement path.
Confidentiality
Each party agrees to hold the Confidential Information of the other in strict confidence, to use it only for the purpose of the engagement or the discussions leading to it, and to protect it with at least the same care it applies to its own confidential material, and no less than reasonable care. Disclosure is permitted to employees, subcontractors, and advisors who need it for the purpose and who are bound by confidentiality obligations no less protective than these Terms.
These obligations do not apply to information that is or becomes public through no fault of the receiving party, that was lawfully known to the recipient before disclosure, that is independently developed without use of the Confidential Information, or that must be disclosed by law, provided the disclosing party gives prompt notice where lawful and discloses only the part required. Obligations of confidentiality survive the end of an engagement for five years, and for trade secrets for as long as they remain trade secrets under applicable law.
Data Handling and Security in Engagements
Where an engagement involves processing personal data on your behalf, the parties will execute a data processing addendum before such processing begins. Under that addendum we act as a processor, we process data only on your documented instructions, we apply the security measures described in our Privacy Policy, we assist you with data subject requests, and we notify you without undue delay after becoming aware of a personal data breach affecting the processed data.
You are responsible for the lawfulness of the personal data you provide to us and for giving us accurate instructions. Our Privacy Policy, published on this website, describes how we handle information collected through the website itself and forms part of these Terms by reference.
Representations and Warranties
Each party represents that it has full power and authority to enter into these Terms and to perform its obligations. We warrant that the Services will be performed in a professional and workmanlike manner by qualified personnel; that Deliverables will materially conform to the acceptance criteria stated in the applicable Statement of Work for a period of ninety days after acceptance; and that, to the best of our knowledge, our Deliverables do not infringe the intellectual property rights of any third party.
For defects reported within the warranty period, we will correct the defect and redeliver at no charge. The warranty does not apply to defects caused by modification of a Deliverable by anyone other than us, by combination with systems not contemplated in the Statement of Work, by operation outside documented requirements, or by your failure to apply a correction we have provided.
Disclaimers
Except for the express warranties stated above, the website and the Services are provided on an as is and as available basis, and we disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. We do not warrant that the website will be uninterrupted or error free, and we do not warrant that any system will be free of vulnerability to attack, because honest engineers do not promise the impossible.
Nothing on the website constitutes professional advice for your specific situation, and no statement on the website creates a warranty. Statements of probability, capacity, or performance are estimates based on stated assumptions and are not promises of particular results. You remain responsible for decisions about your business, including decisions to deploy, to postpone, or to retire the systems we work on.
Limitation of Liability
To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, however caused and on any theory of liability, even if advised of the possibility of such damages. The total aggregate liability of each party arising out of or relating to these Terms and any engagement is limited to the fees paid or payable by you under the applicable Statement of Work in the twelve months preceding the event giving rise to the claim.
These limits do not apply to liability that cannot be limited by law, including your obligation to pay fees due, and do not apply to the indemnification obligations for intellectual property infringement stated in the next section or to liability for gross negligence or willful misconduct. The parties agree that these limits are a reasonable allocation of risk given the fees charged and that they would not have entered into the engagement without them.
Indemnification
We will defend you against third-party claims that a Deliverable, used as documented and delivered by us, infringes a patent, copyright, or trademark, or a trade secret of a third party, and we will pay damages finally awarded against you by a court of competent jurisdiction, or agreed in a settlement approved by us, provided that you notify us promptly in writing of the claim, grant us sole control of the defense and settlement, and provide reasonable cooperation at our expense.
If an injunction or a finding of infringement would restrict the use of a Deliverable, we may, at our option and expense, procure the right for you to continue using it, modify it so that it becomes non-infringing while preserving materially equivalent function, or replace it with a non-infringing equivalent; if none of those options is commercially reasonable, we may terminate the affected Statement of Work and refund the fees paid for the affected Deliverable, less a reasonable amount for the period of use. You will defend us against third-party claims that your Client Materials, or your use of a Deliverable outside its documentation, infringe the rights of a third party or violate the law, on the same conditions mirrored in reverse.
Term, Termination, and Effects of Termination
These Terms begin on the Effective Date and continue until terminated. A Statement of Work continues until the services under it are completed or until it is terminated as stated here. Either party may terminate a Statement of Work for material breach that remains uncured thirty days after written notice describing the breach. Either party may terminate for immediate effect if the other becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy proceedings not dismissed within sixty days. Managed operations engagements may also be terminated for convenience by either party on sixty days written notice.
On termination, you pay for work performed and expenses incurred through the effective date of termination, and we deliver the work product completed to that date, whether or not it has reached a milestone. Provisions that by their nature should survive termination survive it, including confidentiality, intellectual property provisions limited to licenses already granted, disclaimers, limitations of liability, indemnities, and governing law. Termination of an engagement does not terminate these Terms between the parties for future work.
Governing Law and Dispute Resolution
These Terms and any dispute arising from them are governed by the laws of the State of Utah, United States, without regard to conflict of law principles, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties agree to attempt good faith resolution of any dispute through direct discussion between named senior representatives for a period of thirty days before commencing formal proceedings.
Subject to that effort, the state and federal courts located in Davis County, Utah have exclusive jurisdiction over disputes arising from these Terms, and each party consents to personal jurisdiction in those courts and waives objections based on venue or inconvenience. Either party may seek injunctive relief in any court of competent jurisdiction to protect confidential information or intellectual property. In any proceeding, the prevailing party is entitled to recover reasonable attorneys fees and costs to the extent permitted by law.
General Provisions
These Terms, together with any Statement of Work and the Privacy Policy, constitute the entire agreement between the parties regarding their subject matter and supersede all prior discussions and documents on the same subject. Amendments must be in writing and signed by both parties. If a court holds any provision unenforceable, the provision is modified to the minimum extent necessary, and the remainder of the Terms stays in force. A waiver of one breach is not a waiver of any later breach.
You may not assign these Terms or a Statement of Work without our prior written consent, except to a successor in a merger or sale of substantially all assets, provided the successor assumes the agreement in writing and we are notified. We may assign to a successor in the same circumstances and may use qualified subcontractors as described in our Privacy Policy, remaining responsible for their work. Notices required by these Terms are given in writing to the addresses stated at the top of this page or on the applicable Statement of Work, and are effective on receipt. Neither party is liable for delay caused by events beyond its reasonable control, including natural events, utility failures, labor disputes, war, and governmental action, provided the affected party gives notice and resumes performance promptly when the event ends.
Contact Information for Contractual Matters
Questions about these Terms, requests for signatures, and notices may be sent to team@hebgene.mom or made by telephone to +12296966871 during business hours, Monday to Friday, 8:00 to 18:00 Mountain Time. Written notices may be mailed to HEBGEN RANCH LLC, 878 S Chestnut Dr, Fruit Heights - 84037-3216, United States (US).
We keep a published copy of these Terms on this page at all times, and the services described on this website remain developed and operated by the developer Hebgen. If any provision here seems unclear before you sign a Statement of Work, ask us, and we will explain it in plain words before you rely on it.