Updated 09/25/2026

Working Assumptions

Availability Hours

VZTech observes normal business hours (Monday-Thursday 8:30am-5:30pm PST, Friday 8:30-12:30 pm PST) to provide support and respond to client requests.

Closed Days and Holidays

VZTech is closed on the following days and holidays: Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and the day after, Christmas and New Years.

Emergency or Urgent Needs

Any urgencies that require work outside of VZTech Availability hours will be charged for time and materials at an hourly rate of $260 an hour. This time must be explicitly approved by the client in writing before the work can begin.

Terms and Conditions

General

Definitions: "we" or "us" refer to VZTech Solutions LLC, and "you", "Client," refer to you and/or your business trade name. This Statement of Work ("SOW" or "Agreement"), when signed, creates a binding agreement between both parties.

Scope: This Agreement pertains to the performance by VZTech of web design, development, online marketing and/or other professional services (collectively, the "Services") for the website (the "Site"). All Services provided are subject to these Terms and Conditions.

Modifications & Additional Work

Any modifications to this SOW or any new or additional work requested by the Client must be:

Scoped and require a signed addendum to this Agreement.

Explicitly approved prior to VZTech providing any different or additional Services.

Subject to additional fees assessed for any such modifications or additional work.

VZTech has the right to reject any additional work proposed by the Client at its sole discretion.

Payment

Invoicing: All maintenance hours are invoiced on the 1st of each month for the previous month's work.

Terms: All payments are non-refundable. All invoices are due and payable according to the payment terms listed in the SOW (NET 30).

Late Penalties: Any payment not received within 10 days of the invoice due date shall be subject to a late payment penalty of 3% of the invoice total.

Suspension of Services: VZTech shall be entitled to immediately suspend all Services if the Client has an unpaid balance 10 days overdue.

Collection Costs: Client agrees to pay any collection costs incurred by VZTech, including reasonable attorneys' fees and costs.

Expenses: Client agrees to reimburse VZTech for all pre-approved expenses.

Term & Termination

Term: This Agreement is effective upon execution and shall remain in effect for so long as VZTech provides Services or products to the Client.

Termination: This Agreement may be terminated by either party:

With or without cause, upon thirty (30) days written notice.

If the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of such breach (or ten (10) days for any failure to pay invoiced amounts when due).

Post-Termination: Upon termination, VZTech will deliver all completed work and work in progress, provided the Client has paid all fees up until the date of termination. Client agrees to pay VZTech for all work completed and in progress as of the date of termination within 10 days after receiving VZTech's invoice.

Third Party Costs

Client will be solely responsible for any and all fees, costs, expenses, and other amounts payable to third parties in connection with the performance of the Services, including, but not limited to, travel and/or any campaign or media buys.

Confidential Information

The parties agree not to disclose or use any proprietary or confidential information of the other party without prior written permission, except to the extent necessary for VZTech to perform the Services.

Ownership

Client Ownership (upon payment): Client will own and VZTech will assign all right, title, and interest in the Design Works (created content such as artwork, graphics, logos, etc.) upon payment of all amounts due.

Client Content: Client retains ownership of, and is solely responsible for, all Client Content provided to VZTech.

VZTech Ownership: VZTech owns all VZTech Tools (other work product, technology, software, tools, etc.). If VZTech Tools are incorporated into the Site, VZTech grants the Client a worldwide, nonexclusive, perpetual, irrevocable, nontransferable, royalty-free license to internally use them solely for the Client's own business use and in connection with the Site.

Marketing License: Client grants VZTech a worldwide, nonexclusive, nontransferable, royalty-free license to use the Site and Design Works for VZTech advertising and marketing activities (e.g., in their portfolio).

Representatives and Warranties

VZTech Warrants: That employees have the proper skill and background; it has the authority to enter and carry out the Agreement; it has sufficient rights to the Design Works; and the Site will perform as described for a period of 30 days from Client's acceptance (the "Warranty Period").

Client Warrants: That it has the authority to enter and carry out the Agreement; it has sufficient rights to the Client Content; and VZTech's use of the Client Content will not infringe any intellectual property rights of any third party.

Remedy for Defects: As the Client's sole remedy, VZTech will make reasonable commercial efforts to correct any defects in the Site reported in writing during the Warranty Period at no cost.

Client Responsibilities & Security Recommendations

Security Recommendations: VZTech may from time to time recommend security measures, configurations, patches, or tools to the Client. Client is solely responsible for its decision to accept, delay, or decline any such recommendation. Any recommendation declined or not acted upon by Client, whether communicated verbally or in writing, shall be documented by VZTech, and VZTech shall have no liability for any Security Incident or damages arising from Client's decision not to implement a recommended measure.

Client's Own Systems and Data: Client is solely responsible for maintaining independent backups of its critical data, maintaining its own acceptable use and access control policies for its personnel, and promptly notifying VZTech of any suspected unauthorized access or compromise. VZTech's Services do not relieve Client of its own legal or regulatory obligations regarding data protection, breach notification, or industry-specific compliance (e.g., HIPAA, GLBA, PCI-DSS), and Client remains solely responsible for compliance with any such obligations applicable to Client's business.

Indemnification

Client Indemnification: Client agrees to indemnify, defend, and hold harmless VZTech, its officers, employees, and contractors from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of this Agreement; (b) Client's negligence or willful misconduct; (c) Client's failure to implement a security recommendation documented under this Agreement; (d) any Security Incident to the extent caused by Client's systems, personnel, or third-party vendors not engaged or controlled by VZTech; or (e) Client Content or Client's use of the Services in violation of applicable law.

Mutual Nature: VZTech agrees to indemnify Client only to the extent of VZTech's gross negligence or willful misconduct in the direct performance of the Services, subject to the Limitation of Liability set forth below.

Limitation of Liability & Disclaimer

Limitation of Liability: VZTech is not liable for lost or damaged data, lost profits, business interruption, or any special, indirect, consequential, punitive, or incidental damages, including without limitation any damages arising from a data breach, security incident, unauthorized access, ransomware, malware, or other compromise of Client's systems or data ("Security Incident"). The total cumulative liability of VZTech for any and all claims arising under or related to this Agreement, including any Security Incident, shall not exceed the total fees paid by Client to VZTech in the twelve (12) months preceding the event giving rise to the claim. VZTech is not liable for the acts or omissions of third parties, including but not limited to Client's own personnel, contractors, software vendors, hosting providers, or other third-party service providers, regardless of whether such third parties were recommended, deployed, or configured by VZTech.

No Guarantee of Security: Client acknowledges that no security measure, tool, or practice can guarantee prevention of a Security Incident. VZTech does not warrant that Client's systems, network, or data will be free from unauthorized access, breach, or compromise, and Client accepts this residual risk as a condition of engaging VZTech's services.

Disclaimer of Warranty: All Services, products, and work products are provided "as is" except for the express warranties stated. VZTech does not warrant the Site or Client's systems will be error-free, uninterrupted, secure, or virus-free, and disclaims all other warranties including implied warranties of merchantability or fitness for a particular purpose. VZTech will not knowingly infringe but does not warrant non-infringement and will not defend or indemnify the Client from an infringement claim.

Miscellaneous

Relationship: VZTech is acting as an independent contractor.

Governing Law & Venue: This Agreement is governed by the laws of the state of Oregon. The exclusive venue for any claim will be in the state or federal courts located in Multnomah County, Oregon.

Survival: The following provisions shall survive termination of this Agreement: Payment, Confidential Information, Ownership, Client Responsibilities & Security Recommendations, Indemnification, Limitation of Liability, Disclaimer of Warranty, and Miscellaneous.