Terms of Service

1. Acceptance of Terms

By accessing or using the website of VRH INGLEWOOD LLC ("Company," "we," "us," or "our") at www.vrhingle.shop (the "Site"), and by engaging our professional services, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not access or use the Site or our services.

These Terms apply to all visitors, users, clients, and others who access or use the Site or services. We reserve the right to update or modify these Terms at any time. Changes will be effective immediately upon posting. Your continued use of the Site or services after any changes constitutes acceptance of the revised Terms.

2. Services Description

VRH INGLEWOOD LLC provides professional computer systems design, systems integration, technical consulting, cybersecurity, cloud solutions, managed IT services, and related technical services (collectively, the "Services"). The scope, deliverables, timeline, and fees for each engagement shall be defined in a separate written agreement or statement of work ("SOW") executed by both parties.

The Company reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice to affected clients where practicable.

3. Intellectual Property Rights

3.1 Company Intellectual Property

All content, materials, designs, code, methodologies, frameworks, tools, templates, and documentation provided by the Company in the course of delivering Services ("Company IP") remain the sole and exclusive property of VRH INGLEWOOD LLC. Nothing in these Terms or any SOW transfers ownership of Company IP to the client.

3.2 Client Intellectual Property

Any pre-existing intellectual property that a client provides to the Company for the purpose of receiving Services remains the property of the client. The Company is granted a limited, non-exclusive, temporary license to use such client IP solely for the purpose of delivering the Services.

3.3 Deliverables

Upon full payment for Services, the Company grants the client a non-exclusive, perpetual license to use deliverables specifically created for that client, subject to the terms of the applicable SOW. The Company retains the right to use generalized knowledge, skills, and methodologies acquired during the engagement.

4. Client Responsibilities

Clients engaging our Services agree to:

• Provide accurate, complete, and timely information necessary for the performance of Services
• Designate a point of contact authorized to make decisions and provide approvals
• Provide timely access to systems, data, and personnel as reasonably required
• Maintain the confidentiality of any access credentials or sensitive information shared by the Company
• Comply with all applicable laws and regulations in their use of the Services and deliverables
• Obtain all necessary consents and permissions for data shared with the Company

5. Fees and Payment

Fees for Services shall be as set forth in the applicable SOW or invoice. Payment terms are net thirty (30) days from the date of invoice unless otherwise specified. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. The Company reserves the right to suspend Services for accounts that are more than thirty (30) days past due.

All fees are exclusive of applicable taxes, duties, or levies. Clients are responsible for paying all taxes associated with their use of the Services, excluding taxes based on the Company's net income.

6. Confidentiality

Both parties agree to maintain the confidentiality of any non-public information disclosed during the course of the engagement ("Confidential Information"). Confidential Information shall not be disclosed to third parties without prior written consent, except as required by law. This obligation survives the termination of the engagement for a period of five (5) years.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by legal process.

7. Limitation of Liability

To the maximum extent permitted by applicable law, VRH INGLEWOOD LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or cost of procurement of substitute services, arising out of or in connection with these Terms or the Services, whether based on contract, tort, negligence, strict liability, or otherwise.

The Company's total liability for any claim arising out of or relating to these Terms or the Services shall not exceed the total fees paid by the client to the Company during the twelve (12) month period preceding the event giving rise to the claim. This limitation applies notwithstanding any failure of essential purpose of any limited remedy.

8. Warranties and Disclaimer

The Company warrants that Services will be performed in a professional and workmanlike manner in accordance with industry standards. If a client believes that Services do not meet this standard, they must notify the Company in writing within thirty (30) days of delivery. The Company will, at its option, re-perform the Services or provide a pro-rata refund.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES AND SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES OR SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

9. Indemnification

Clients agree to indemnify, defend, and hold harmless VRH INGLEWOOD LLC, its officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with:

• The client's use of the Services or Site in violation of these Terms
• The client's violation of any applicable law or regulation
• Any claims related to client data or content provided to the Company
• Any dispute between the client and a third party arising from the Services

10. Website Use

10.1 Acceptable Use

You agree to use our Site only for lawful purposes and in a manner that does not infringe the rights of others or restrict their use and enjoyment. Prohibited activities include but are not limited to:

• Attempting to gain unauthorized access to our systems or networks
• Transmitting malware, viruses, or other harmful code
• Engaging in data scraping, harvesting, or automated collection without permission
• Impersonating any person or entity
• Interfering with the proper functioning of the Site

10.2 Site Content

All content on the Site, including text, graphics, logos, images, and software, is the property of VRH INGLEWOOD LLC or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from Site content without our prior written consent.

11. Third-Party Links and Resources

Our Site may contain links to third-party websites or resources. We provide these links for convenience only and do not endorse or assume responsibility for the content, products, or services of any third-party site. Your use of third-party sites is at your own risk and subject to their terms and conditions.

12. Termination

Either party may terminate a Services engagement in accordance with the terms set forth in the applicable SOW. The Company reserves the right to terminate or suspend access to the Site immediately, without prior notice, for conduct that we believe violates these Terms or is harmful to other users, third parties, or the Company.

Upon termination, the client shall pay all fees due through the date of termination, and each party shall return or destroy the other's Confidential Information as directed. Sections 3 (Intellectual Property), 6 (Confidentiality), 7 (Limitation of Liability), 8 (Warranties), and 9 (Indemnification) shall survive termination.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemics, power outages, telecommunications failures, or internet disruptions. The affected party shall provide prompt notice and resume performance as soon as reasonably practicable.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved through the following process:

1. Negotiation: The parties shall attempt to resolve the dispute through good-faith negotiations for a period of thirty (30) days.
2. Mediation: If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation administered by a mutually agreed mediator in Ashland County, Ohio.
3. Arbitration: If mediation fails, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to be held in Ashland County, Ohio.

Each party shall bear its own legal fees and costs in any dispute resolution proceeding, unless otherwise determined by the arbitrator or court.

15. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.

16. Entire Agreement

These Terms, together with any applicable SOW, constitute the entire agreement between you and VRH INGLEWOOD LLC regarding the use of the Site and Services, superseding any prior agreements, understandings, or representations. No modification of these Terms shall be effective unless in writing and signed by an authorized representative of the Company.

17. Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that or any other provision. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought.

18. Contact Information

For questions, concerns, or notices regarding these Terms of Service, please contact us: