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 $200 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:

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

    2. 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.

Limitation of Liability & Disclaimer

  • Limitation of Liability: VZTech is generally not liable for lost or damaged data, lost profits, business interruption, or any special, indirect, consequential, punitive, or incidental damages. The total cumulative liability of VZTech shall not exceed the amount of the fees paid by Client to VZTech under this SOW. VZTech is not liable for the acts or omissions of third parties.

  • 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 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, Indemnification, Limitation of Liability, Disclaimer of Warranty, and Miscellaneous.