Terms & Conditions

By accessing or using the website located at consultingatom.com (the "Website") or engaging the services of ATOM CONSULTING, LLC ("ATOM CONSULTING," "Company," "we," "us," or "our"), you ("Client," "User," or "you") agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, you must immediately discontinue use of the Website and refrain from engaging our services.

These Terms constitute a legally binding agreement between you and ATOM CONSULTING, LLC, a Georgia Limited Liability Company. These Terms apply to all visitors, users, clients, and others who access or use the Website or engage our services.

ATOM CONSULTING reserves the right to modify these Terms at any time. Continued use of the Website or services following any modification constitutes acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

You agree to use the Website only for lawful purposes and in a manner that does not infringe the rights of others or restrict or inhibit their use and enjoyment of the Website. Prohibited conduct includes, but is not limited to:

• Transmitting any unsolicited or unauthorized advertising or promotional material • Attempting to gain unauthorized access to any part of the Website or its related systems • Using the Website to transmit any harmful, offensive, or disruptive content • Engaging in any conduct that could damage, disable, overburden, or impair the Website • Using automated tools, bots, or scrapers to access or collect data from the Website • Misrepresenting your identity or affiliation with any person or organization

ATOM CONSULTING reserves the right to terminate or restrict your access to the Website at any time, without notice, for any reason, including violation of these Terms.

The information provided on this Website is for general informational purposes only and does not constitute professional advice. While ATOM CONSULTING strives to provide accurate and current information, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability of the information, products, services, or related graphics contained on the Website.

Consulting services provided by ATOM CONSULTING are based on information provided by the Client and the professional judgment of our consultants. The nature of consulting engagements involves inherent uncertainty, and outcomes may vary based on factors outside our control.

Nothing on this Website or in any consulting engagement should be construed as legal, financial, accounting, or regulatory advice. Clients are encouraged to seek independent professional advice in these areas as appropriate.

ATOM CONSULTING does not guarantee specific results, outcomes, or performance improvements from any consulting engagement, software development project, or technical service. All projections, estimates, timelines, and expected outcomes provided during the sales process or project planning are estimates only and are subject to change based on project complexity, Client cooperation, third-party dependencies, and other factors.

The success of any consulting engagement depends significantly on the Client's active participation, timely provision of required information and resources, and implementation of recommended strategies. ATOM CONSULTING shall not be liable for outcomes that fail to meet Client expectations when such outcomes result from factors outside ATOM CONSULTING's reasonable control.

Past performance of ATOM CONSULTING on prior engagements does not guarantee similar results on future engagements.

**Company Intellectual Property:** All content on this Website, including but not limited to text, graphics, logos, images, audio clips, digital downloads, and software, is the property of ATOM CONSULTING, LLC or its content suppliers and is protected by applicable intellectual property laws. Unauthorized use, reproduction, or distribution of any content from this Website is strictly prohibited.

**Work Product Ownership:** Unless otherwise specified in a written Statement of Work or engagement agreement, work product created by ATOM CONSULTING specifically for a Client engagement becomes the property of the Client upon full payment of all fees associated with that engagement.

**Pre-Existing IP:** ATOM CONSULTING retains ownership of all pre-existing intellectual property, methodologies, frameworks, tools, and know-how used in the delivery of services. Any license granted to the Client for use of such pre-existing IP is limited to the scope specified in the applicable engagement agreement.

**Client Materials:** Clients retain ownership of all materials, data, and information provided to ATOM CONSULTING for use in a consulting engagement. ATOM CONSULTING will not use Client materials for any purpose other than the delivery of contracted services.

Clients engaging ATOM CONSULTING services agree to the following responsibilities:

• Provide accurate, complete, and timely information required for the engagement • Designate a qualified point of contact with authority to make decisions • Review and provide feedback on deliverables within agreed timeframes • Ensure appropriate access to systems, data, and personnel as required • Comply with all applicable laws and regulations in connection with the engagement • Maintain the confidentiality of any proprietary methodologies or tools shared by ATOM CONSULTING • Pay all invoices in accordance with agreed payment terms • Notify ATOM CONSULTING promptly of any changes that may affect the engagement scope or timeline

Failure to fulfill these responsibilities may result in project delays, additional costs, or termination of the engagement. ATOM CONSULTING shall not be liable for delays or failures caused by Client's failure to meet these responsibilities.

All consulting and development engagements are governed by a written Statement of Work (SOW) or engagement agreement that defines the scope, deliverables, timeline, and fees. Work performed outside the defined scope ("Out-of-Scope Work") will be subject to additional fees and must be authorized in writing by both parties.

ATOM CONSULTING will notify the Client promptly when a request or requirement appears to fall outside the defined scope. The parties will negotiate in good faith to agree on the scope and cost of any additional work before it is performed.

Changes to project scope, requirements, or specifications after work has commenced may result in timeline adjustments and additional fees. ATOM CONSULTING will provide written change order documentation for Client approval before proceeding with scope changes.

**Invoicing:** ATOM CONSULTING will invoice Clients in accordance with the payment schedule specified in the applicable engagement agreement. Invoices are due and payable within thirty (30) days of the invoice date unless otherwise specified.

**Late Payments:** Invoices not paid within the due date are subject to a late payment fee of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less.

**Deposits:** Many engagements require a deposit or retainer payment before work commences. Deposits are non-refundable except as specified in our Refund Policy.

**Disputed Invoices:** If you dispute any portion of an invoice, you must notify ATOM CONSULTING in writing within ten (10) days of the invoice date, specifying the disputed amount and the basis for the dispute. Undisputed portions of invoices must be paid by the due date.

**Taxes:** Clients are responsible for all applicable taxes, duties, and levies associated with services received, except for taxes based on ATOM CONSULTING's net income.

ATOM CONSULTING reserves the right to modify, suspend, or discontinue any service offering at any time with reasonable notice to affected Clients. In the event of a material modification to services under an active engagement, ATOM CONSULTING will provide written notice and work with the Client to minimize disruption.

For website and digital services, ATOM CONSULTING may perform maintenance, updates, and improvements that may temporarily affect service availability. We will endeavor to schedule such activities during off-peak hours and provide advance notice where practicable.

Many consulting and development engagements involve the integration of third-party software, platforms, APIs, or services. ATOM CONSULTING's obligations with respect to third-party integrations are limited to the integration work itself and do not extend to the performance, availability, or functionality of the third-party services.

Clients are responsible for obtaining and maintaining all necessary licenses, subscriptions, and agreements for third-party services used in connection with their engagement. ATOM CONSULTING shall not be liable for any failures, outages, or changes in third-party services that affect the deliverables or outcomes of an engagement.

Third-party service providers have their own terms of service and privacy policies, which Clients are responsible for reviewing and complying with.

**Development Standards:** ATOM CONSULTING will develop software in accordance with industry-standard practices and the specifications agreed upon in the applicable SOW. We do not warrant that software will be error-free or that all defects will be corrected.

**Testing and Acceptance:** Unless otherwise specified, Clients are responsible for conducting user acceptance testing (UAT) and notifying ATOM CONSULTING of defects within an agreed acceptance period. Failure to provide timely feedback during the acceptance period may be deemed acceptance of the deliverable.

**Post-Delivery Support:** Post-delivery support and maintenance are not included in development engagements unless specifically contracted. Separate support agreements are available.

**Source Code:** Ownership and delivery of source code will be governed by the applicable engagement agreement. In the absence of specific provisions, source code for custom development work becomes Client property upon full payment.

Technical support services provided by ATOM CONSULTING are limited to the scope defined in the applicable support agreement or SOW. Support does not include:

• Issues caused by Client modifications to delivered software or systems • Problems arising from third-party software or services not under ATOM CONSULTING's control • Issues resulting from Client's failure to maintain required infrastructure or dependencies • Support for hardware, network, or infrastructure not specified in the engagement agreement • Training beyond what is specified in the engagement agreement

Response times for support requests are estimates only and are not guaranteed unless specified in a Service Level Agreement (SLA).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ATOM CONSULTING, LLC, ITS MEMBERS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, OR ANY SERVICES PROVIDED BY ATOM CONSULTING.ATOM CONSULTING'S TOTAL CUMULATIVE LIABILITY TO ANY CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO A SPECIFIC ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO ATOM CONSULTING FOR THAT ENGAGEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

These limitations apply regardless of the theory of liability and even if ATOM CONSULTING has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so these limitations may not apply to you.

You agree to indemnify, defend, and hold harmless ATOM CONSULTING, LLC, its members, officers, employees, agents, and contractors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Website or services in violation of these Terms • Your breach of any representation, warranty, or obligation under these Terms • Your violation of any applicable law or regulation • Any content or materials you provide to ATOM CONSULTING • Any claim by a third party arising from your use of deliverables provided by ATOM CONSULTING

ATOM CONSULTING reserves the right to assume exclusive control of the defense of any matter subject to indemnification, at your expense. You agree to cooperate with ATOM CONSULTING's defense of such claims.

Both parties acknowledge that in the course of a consulting engagement, each party may disclose confidential and proprietary information to the other party. Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information • Use Confidential Information only for the purposes of the engagement • Not disclose Confidential Information to third parties without prior written consent • Implement reasonable security measures to protect Confidential Information • Return or destroy Confidential Information upon request or termination of the engagement

"Confidential Information" means any information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include information that is publicly available, independently developed, or lawfully obtained from a third party.

For engagements involving particularly sensitive information, the parties may execute a separate Non-Disclosure Agreement (NDA).

Each party is responsible for compliance with all applicable laws and regulations in connection with its activities under these Terms. This includes, but is not limited to, data protection laws, export control regulations, anti-corruption laws, and industry-specific regulations.

Clients are solely responsible for ensuring that their use of ATOM CONSULTING's services and deliverables complies with all applicable laws and regulations in their industry and jurisdiction. ATOM CONSULTING does not provide legal, regulatory, or compliance advice, and nothing in our services should be construed as such.

If an engagement involves regulated industries or activities (such as healthcare, financial services, or government contracting), the Client is responsible for informing ATOM CONSULTING of applicable regulatory requirements and ensuring that deliverables meet those requirements.

**Termination by Client:** Clients may terminate an engagement by providing written notice to ATOM CONSULTING. Termination fees and refund eligibility are governed by the applicable engagement agreement and our Refund Policy.

**Termination by ATOM CONSULTING:** ATOM CONSULTING may terminate an engagement or access to the Website immediately upon written notice if: • The Client breaches any material term of these Terms or the engagement agreement • The Client fails to make payment when due • The Client engages in conduct that is harmful to ATOM CONSULTING or its personnel • Continuation of the engagement would require ATOM CONSULTING to violate applicable law

**Effect of Termination:** Upon termination, all rights and licenses granted under these Terms cease immediately. Each party will return or destroy the other party's Confidential Information. Provisions that by their nature should survive termination will survive, including payment obligations, intellectual property rights, confidentiality, limitation of liability, and indemnification.

These Terms and any disputes arising out of or related to these Terms, the Website, or any services provided by ATOM CONSULTING shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America, without regard to its conflict of law provisions.

Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Gwinnett County, Georgia, and the parties hereby consent to the personal jurisdiction and venue of such courts.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

**Agreement to Arbitrate:** Except for claims for injunctive or equitable relief, any dispute, controversy, or claim arising out of or relating to these Terms, the Website, or any services provided by ATOM CONSULTING shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

**Arbitration Procedure:** The arbitration shall be conducted by a single arbitrator in Gwinnett County, Georgia, or by telephone or video conference if agreed by the parties. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

**Class Action Waiver:** You agree that any arbitration or legal proceeding shall be conducted on an individual basis and not as a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

**Opt-Out:** You may opt out of this arbitration agreement by sending written notice to ATOM CONSULTING within thirty (30) days of first accepting these Terms.

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, civil unrest, war, terrorism, labor disputes, power outages, internet service disruptions, or failures of third-party service providers.

The affected party must notify the other party promptly of the force majeure event and its expected duration. The affected party must use reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as practicable.

If a force majeure event continues for more than sixty (60) days, either party may terminate the affected engagement upon written notice, subject to payment for work completed prior to termination.

By using our Website or services, you consent to receive electronic communications from ATOM CONSULTING. These communications may include notices about your account, project updates, invoices, and other information related to your engagement.

You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Electronic signatures on engagement agreements, SOWs, and other documents are legally binding and have the same effect as handwritten signatures.

These Terms, together with any applicable engagement agreement, Statement of Work, Non-Disclosure Agreement, and our Privacy Policy and Refund Policy, constitute the entire agreement between you and ATOM CONSULTING with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The failure of ATOM CONSULTING to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

These Terms may not be modified except by a written amendment signed by an authorized representative of ATOM CONSULTING.

For questions about these Terms and Conditions, please contact us:

ATOM CONSULTING, LLC 1340 Hiram Davis Rd Lawrenceville, GA 30045 United States

Email: services@consultingatom.com Phone: 470-934-0489

For legal notices, please send written correspondence to the address above, Attention: Legal Department.