1. Introduction
These Terms of Service govern your access to and use of the website located at https://www.zerc.buzz and the computer systems design and related services offered by ZERC LLC. By accessing our website or using our services, you agree to be bound by these terms. Please read them carefully before proceeding.
These terms apply to all visitors to our website, to prospective clients, and to organizations that engage our services. If you are using our website on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these terms, and the term you in these terms refers to that entity.
If you do not agree to these terms, you should not use our website or services.
2. Agreement to These Terms
Your use of the website and services constitutes acceptance of these Terms of Service. Where a separate written agreement governs a specific engagement, that agreement takes precedence over these terms with respect to the matters it covers. To the extent these terms and a separate agreement conflict, the separate agreement controls for the specific engagement.
We may require you to affirmatively accept these terms, such as by checking a box or clicking an agree button, before providing certain services. Any such acceptance is additional evidence of your agreement but is not required for these terms to apply to your use of the website.
These terms constitute the entire agreement between you and ZERC LLC regarding your use of the website, and they supersede any prior or contemporaneous understandings on the same subject. No waiver of any provision will be effective unless made in writing and signed by us.
3. Definitions
For the purposes of these terms, the following definitions apply. The term Services means the computer systems design, integration, security, migration, monitoring, and related services that ZERC LLC provides. The term Website means the site located at https://www.zerc.buzz and any related pages.
The term Content means all text, graphics, software, designs, and other material appearing on the website or delivered as part of the services. The term Client Materials means any data, software, documentation, or other materials you provide to us in connection with an engagement. The term we, us, and our refers to ZERC LLC, and the term you refers to you as a user of the website or a recipient of our services.
4. Eligibility
You must be at least 18 years of age and have the legal capacity to enter into a binding contract to use our website and services. If you are using the services on behalf of an organization, you must have the authority to bind that organization to these terms.
We reserve the right to refuse service to anyone for any lawful reason. We may suspend or terminate access to the website or services if we determine that a user has violated these terms, provided false information, or engaged in conduct that threatens the security or integrity of our systems or the systems of our clients.
We may verify the information you provide in connection with an engagement. You agree to provide accurate, current, and complete information and to update it promptly if it changes during the course of an engagement.
5. Services Provided
ZERC LLC provides computer systems design and related services within the professional, scientific, and technical services sector, with a focus on computer integrated systems design. Our services include network and infrastructure architecture, cloud migration, security hardening, custom software integration, and managed systems and monitoring.
The specific scope, deliverables, timelines, and fees for any engagement will be described in a separate proposal, statement of work, or service agreement. We do not guarantee any particular outcome beyond what is expressly stated in that separate agreement. We reserve the right to modify, suspend, or discontinue any service, and to update the content of the website, at any time.
We deliver services through a combination of our own staff and, where appropriate, vetted subcontractors who work under our direction. When subcontractors are used, we remain responsible for the quality of the work and for ensuring that your information receives the protection described in our Privacy Policy.
6. User Responsibilities
You are responsible for providing accurate and complete information when you interact with us, including through our contact forms and during an engagement. You are responsible for maintaining the confidentiality of any credentials we issue to you and for all activity that occurs under those credentials.
You are also responsible for ensuring that you have the rights necessary to provide us with any Client Materials, and for maintaining your own backups of data and systems unless we have expressly agreed in writing to perform backup and recovery services. You agree to cooperate with us and to provide timely access to the information and systems we reasonably need to perform the services.
7. Acceptable Use
You agree not to use the website or services in any manner that is unlawful, harmful, or contrary to these terms. Specifically, you agree not to attempt to gain unauthorized access to our systems or the systems of any third party, to interfere with or disrupt the website or services, or to introduce malicious code.
You agree not to use the website to transmit unsolicited or unlawful communications, to misrepresent your identity or affiliation, or to engage in any activity that could damage, disable, or impair the website or the networks connected to it. We may investigate violations and cooperate with law enforcement authorities where appropriate.
We may, at our discretion, remove content or restrict access where we have a good faith belief that a use of the website or services violates this section. We are not obligated to monitor all activity, but we reserve the right to do so and to take any action we consider reasonable to protect our systems and our users.
8. Intellectual Property
The website and its content, including text, graphics, logos, designs, and software, are owned by ZERC LLC or its licensors and are protected by intellectual property laws. You may view and use the website for your personal, noncommercial use, but you may not reproduce, distribute, modify, or create derivative works from the content without our prior written consent.
Unless a separate agreement states otherwise, we retain ownership of our preexisting materials, tools, and methodologies. The deliverables we create specifically for you under an engagement are addressed in the governing service agreement, which will specify ownership of the resulting work product.
Any goodwill, trademarks, trade names, and service marks appearing on the website are the property of ZERC LLC or their respective owners. Nothing in these terms grants you any right or license to use any trademark without our prior written permission.
9. Client Content and Materials
You retain ownership of the Client Materials you provide to us. By providing Client Materials, you grant us a limited license to use, copy, and process those materials solely as necessary to perform the services and to fulfill our obligations to you.
You represent and warrant that you own or have the right to provide the Client Materials and that our use of them as contemplated by the engagement does not violate the rights of any third party or any applicable law. We will handle Client Materials in accordance with our Privacy Policy and any confidentiality obligations in effect between us.
If we become aware that Client Materials may infringe the rights of a third party, we may suspend processing of those materials and notify you so the matter can be resolved promptly. You agree to cooperate with us in good faith to address any such claim.
10. Fees and Payment
Fees for our services are set out in the applicable proposal, statement of work, or service agreement. Unless otherwise agreed, fees are due as invoiced and are payable within the period stated on the invoice. We may suspend or discontinue services if payment is not received when due.
Unless a separate agreement states otherwise, all fees are exclusive of applicable taxes. You are responsible for any sales, use, or similar taxes imposed on the services, except for taxes based on our income. We may charge interest on late payments to the extent permitted by law.
If an invoice is disputed, you must notify us in writing within fifteen days of receipt and pay the undisputed portion by the due date. We will review the disputed amount in good faith and resolve any billing differences promptly.
11. Confidentiality
During an engagement, each party may disclose confidential information to the other. Confidential information includes nonpublic business, technical, and operational information that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
Each party agrees to use the confidential information of the other party only for the purpose of the engagement and to protect it using at least the same degree of care it uses for its own confidential information of similar importance. These obligations do not apply to information that is or becomes public through no fault of the receiving party, that is independently developed, or that is required to be disclosed by law.
12. Warranties and Disclaimers
The website and services are provided on an as is and as available basis. To the fullest extent permitted by law, we disclaim all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
We do not warrant that the website will be uninterrupted, error free, or free of harmful components, or that any defects will be corrected. We make reasonable efforts to provide accurate information, but we do not warrant that the content on the website is complete, current, or error free. Your use of the website and services is at your own risk.
We do not provide legal, accounting, or regulatory advice as part of our services, and nothing in these terms or in our deliverables should be interpreted as such. You remain responsible for obtaining advice appropriate to your circumstances from qualified professionals.
13. Limitation of Liability
To the fullest extent permitted by law, ZERC LLC will not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, arising out of or related to your use of the website or services, even if we have been advised of the possibility of such damages.
Our total liability arising out of or related to these terms or the services will not exceed the greater of one hundred dollars or the amount you paid to us for the specific service giving rise to the claim during the twelve months preceding the claim. These limitations do not apply to the extent prohibited by law.
The limitations in this section apply regardless of the theory of liability, whether based in contract, tort, negligence, strict liability, or otherwise, even if a remedy set forth in these terms is found to have failed of its essential purpose.
14. Indemnification
You agree to indemnify, defend, and hold harmless ZERC LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney fees, arising out of or related to your use of the website or services, your violation of these terms, or your violation of the rights of any third party.
We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of the claim.
This indemnification obligation is in addition to, and not in place of, any other indemnification obligations you may have under a separate agreement or under applicable law, and it will survive the termination of these terms.
15. Termination
We may suspend or terminate your access to the website or services at any time, with or without cause, and without prior notice, if we determine that you have violated these terms or that your continued use poses a risk to our systems or those of our clients. You may stop using the website at any time.
Provisions that by their nature should survive termination, including those relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law, will survive any termination of these terms or of a specific engagement.
Upon termination, you will pay any fees owed for services performed before the effective date of termination, and we will return or delete Client Materials in accordance with the governing agreement and applicable law.
16. Third-Party Services
The website may reference or link to third-party services, tools, and websites. These third-party services are provided by their respective owners and are not under our control. We are not responsible for the availability, accuracy, or content of any third-party service, or for any transactions you enter into with a third party.
Your use of any third-party service is governed by the terms and privacy policy of that third party, and you should review them before use.
We are not liable for any loss or damage arising from your use of a third-party service, even where that service is accessed through a link on our website. Your relationship with any third party is directly between you and that third party.
17. Changes to These Terms
We may update these Terms of Service from time to time to reflect changes in our practices, our services, or applicable law. When we make changes, we will revise the effective date at the top of this page. Material changes will be highlighted with a notice on our website.
Your continued use of the website or services after any change to these terms constitutes your acceptance of the updated terms. If you do not agree to the updated terms, you should stop using the website and services.
18. Governing Law and Dispute Resolution
These terms are governed by and construed in accordance with the laws of the State of Utah, United States, without regard to its conflict of law principles. You agree that any dispute arising out of or related to these terms will be subject to the exclusive jurisdiction of the state and federal courts located in Utah.
Before initiating formal legal proceedings, each party agrees to attempt in good faith to resolve the dispute informally by contacting the other party and providing a reasonable opportunity to respond. Nothing in this section prevents a party from seeking injunctive or equitable relief where monetary damages would be inadequate.
If any provision of these terms is found to be invalid or unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
19. Contact Information
If you have questions about these Terms of Service, please contact us using the details below.
- Company: ZERC LLC
- Address: 5724 W 13400 S Ste 1, Herriman, Utah 84096-6907, United States
- Email: helpdesk@zerc.buzz
- Phone: +1 531 349 6404