1. Introduction and Acceptance of Terms
These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and ZPOINT ACCESS, INC., a company organized under the laws of the United States with its principal place of business at 2170 S Scenic Dr, Salt Lake City - 84109-1452, United States (US), doing business as ZPointAccess.
By accessing or using the website located at https://www.zpointaccess.mom, or by engaging ZPointAccess for computer systems design, network integration, cloud infrastructure engineering, cybersecurity systems, or any related professional services, you agree to be bound by these Terms of Service. If you do not agree to all of these terms, you are expressly prohibited from using our website and services, and you must discontinue use immediately.
These Terms of Service apply to all users of the website and all clients who enter into service agreements with ZPointAccess. Supplemental terms and conditions or project-specific agreements may apply to certain services, and such supplementary terms are incorporated into these Terms of Service by reference. In the event of a conflict between these Terms of Service and any project-specific agreement, the project-specific agreement shall prevail with respect to that particular engagement.
We reserve the right to modify these Terms of Service at any time at our sole discretion. Changes will be effective immediately upon posting to the website. Your continued use of the website or services after any modification constitutes acceptance of the revised terms. It is your responsibility to review these Terms of Service periodically for updates.
2. Definitions
For the purposes of these Terms of Service, the following definitions apply:
Company refers to ZPOINT ACCESS, INC., doing business as ZPointAccess, including its officers, directors, employees, agents, affiliates, and authorized subcontractors.
Client refers to any individual or entity that enters into a service agreement with the Company for the provision of computer systems design, integration, or related professional services.
Services refers to all professional services offered by the Company, including but not limited to systems architecture and design, network integration, cloud infrastructure engineering, cybersecurity systems integration, technical consulting, and any related deliverables, reports, documentation, or support provided by the Company.
Website refers to https://www.zpointaccess.mom and all subdomains, subdirectories, and content accessible through this domain.
User refers to any person or entity that accesses or uses the Website, regardless of whether they have entered into a service agreement with the Company.
Deliverables refers to all tangible and intangible work products, including architectural designs, system configurations, reports, documentation, code, diagrams, and other materials produced by the Company in the course of providing Services to a Client.
3. Eligibility
By using the Website or engaging our Services, you represent and warrant that you are at least eighteen years of age and have the legal capacity to enter into binding contracts. If you are using the Website or Services on behalf of an organization or entity, you represent and warrant that you have the authority to bind that organization to these Terms of Service.
The Website and Services are intended for use by businesses, organizations, and professionals seeking computer systems design and integration services. We do not knowingly provide Services to individuals under the age of eighteen. If we become aware that a User is under eighteen years of age and has provided personal information or engaged our Services without appropriate authorization, we will take immediate steps to terminate access and delete any associated information in accordance with our Privacy Policy.
We reserve the right to refuse service, terminate accounts, or cancel engagements at our sole discretion if we determine that a User or Client does not meet the eligibility requirements or has provided false or misleading information.
4. Account Responsibilities
Certain features of the Website or Services may require you to create an account or provide registration information. When you create an account, you agree to provide accurate, current, and complete information and to maintain and promptly update such information to keep it accurate, current, and complete.
You are responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to accept responsibility for all activities that occur under your account. You must notify the Company immediately of any unauthorized use of your account or any other breach of security. The Company will not be liable for any loss or damage arising from your failure to comply with these account security obligations.
You may not use another User account without permission. You may not transfer your account to any other person or entity. The Company reserves the right to suspend or terminate your account at any time if it believes that you have violated these Terms of Service or if your account has been compromised or used for unauthorized purposes.
5. Services Description
ZPointAccess provides professional computer systems design, network integration, cloud infrastructure engineering, and cybersecurity systems integration services. The specific scope, deliverables, timeline, and fees for each engagement are defined in a separate service agreement, statement of work, or project proposal executed between the Company and the Client.
The Company will perform Services with reasonable skill, care, and diligence in accordance with generally accepted professional standards for the computer systems design industry. The Company makes no guarantee that Services will result in any specific business outcome, performance improvement, or financial result, as such outcomes depend on numerous factors beyond the control of the Company, including the accuracy of information provided by the Client, the cooperation of the Client throughout the engagement, and external market and technological conditions.
The Company reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, provided that such modification does not materially affect ongoing service agreements without providing the Client reasonable notice and an opportunity to discuss alternative arrangements.
6. User Conduct
By using the Website and Services, you agree not to engage in any conduct that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of the privacy of another, or otherwise objectionable. You agree to use the Website and Services only for lawful purposes and in accordance with these Terms of Service.
Specifically, you agree not to attempt to gain unauthorized access to any portion or feature of the Website or Services, or to any other systems or networks connected to the Website or Services, through hacking, password mining, or any other illegitimate means. You agree not to use any automated means, including robots, spiders, scrapers, or data mining tools, to access, collect, or extract data from the Website without the express written permission of the Company.
You agree not to upload, transmit, or distribute any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or malicious code designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.
You agree not to impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity, or forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Website or Services.
7. Intellectual Property Rights
Website Content: All content included on the Website, including text, graphics, logos, images, audio clips, video clips, digital downloads, data compilations, software, and the compilation thereof, is the property of ZPointAccess or its content suppliers and is protected by United States and international copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website without the prior written consent of the Company.
Trademarks: The name ZPointAccess, the ZPOINT ACCESS, INC. name, the domain name zpointaccess.mom, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.
Client Deliverables: Upon full payment for Services rendered, the Company grants the Client a non-exclusive, perpetual, worldwide license to use the Deliverables for the internal business purposes of the Client. The Company retains ownership of all pre-existing intellectual property, methodologies, tools, frameworks, and know-how used in the creation of the Deliverables. The Company retains the right to use generalized knowledge, skills, and experience acquired during the engagement for other projects and clients, provided such use does not disclose the confidential information of the Client.
8. Fees and Payment
Fees for Services are specified in the applicable service agreement, statement of work, or project proposal executed between the Company and the Client. Unless otherwise stated in the applicable agreement, fees are quoted and payable in United States dollars and are exclusive of applicable taxes, which will be itemized separately on invoices.
Payment terms are specified in the applicable service agreement. Unless otherwise agreed in writing, invoices are due within thirty calendar days from the invoice date. The Company reserves the right to charge interest on overdue amounts at a rate of one and one-half percent per month, or the maximum rate permitted by law, whichever is lower. The Client is responsible for all costs of collection, including reasonable legal fees, incurred by the Company in collecting any past due amounts.
The Company reserves the right to suspend or terminate Services if payment is not received by the due date. Suspension of Services due to non-payment does not relieve the Client of the obligation to pay all outstanding amounts. Fees are non-refundable unless otherwise expressly stated in the applicable service agreement.
9. Confidentiality
In the course of providing Services, the Company may receive confidential information from the Client. Confidential Information means any non-public information disclosed by the Client to the Company, whether orally, in writing, or in electronic form, that is designated as confidential or that, given the nature of the information and the circumstances of disclosure, reasonably should be understood to be confidential.
The Company agrees to hold Confidential Information in strict confidence, to use Confidential Information only for the purpose of providing the Services, to limit access to Confidential Information to those employees and subcontractors who have a need to know such information for the provision of Services, and to protect Confidential Information using the same degree of care that the Company uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
The confidentiality obligations do not apply to information that is or becomes publicly available through no breach of these Terms, was known to the Company prior to disclosure by the Client, is independently developed by the Company without reference to the Confidential Information, or is required to be disclosed by law, regulation, or court order, provided that the Company gives the Client prompt notice of such requirement to the extent legally permissible.
10. Termination
Either party may terminate a service agreement upon written notice if the other party materially breaches any provision of the agreement and fails to cure such breach within thirty calendar days after receiving written notice of the breach from the non-breaching party.
The Company may terminate or suspend your access to the Website immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms of Service. Upon termination, your right to use the Website will cease immediately.
Upon termination of Services, the Client shall pay the Company for all Services rendered and expenses incurred through the date of termination. The Company shall deliver to the Client all completed or in-progress Deliverables for which payment has been received. Provisions of these Terms that by their nature should survive termination, including but not limited to intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution provisions, shall survive any termination.
11. Disclaimer of Warranties
THE WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. ZPOINT ACCESS, INC. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEBSITE, UNLESS OTHERWISE SPECIFIED IN WRITING.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE WEBSITE, ITS SERVERS, OR EMAIL SENT FROM THE COMPANY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET ALL OF THE REQUIREMENTS OF THE CLIENT, THAT THE OPERATION OF ANY SYSTEMS DESIGNED OR INTEGRATED BY THE COMPANY WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS IN THE SERVICES OR DELIVERABLES WILL BE CORRECTED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES AND DELIVERABLES IS WITH THE CLIENT.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZPOINT ACCESS, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR SUBCONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, THE WEBSITE, OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TOTAL AGGREGATE LIABILITY OF THE COMPANY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, THE WEBSITE, OR THE SERVICES SHALL NOT EXCEED THE GREATER OF ONE THOUSAND UNITED STATES DOLLARS ($1,000.00) OR THE AMOUNT PAID BY YOU TO THE COMPANY FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY.
THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART.
13. Indemnification
You agree to indemnify, defend, and hold harmless ZPOINT ACCESS, INC., its officers, directors, employees, agents, affiliates, and subcontractors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees, including reasonable legal fees, arising out of or relating to your violation of these Terms of Service, your use of the Website or Services, your infringement of any intellectual property or other right of any person or entity, or your violation of any applicable law, rule, or regulation.
The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate fully with the Company in asserting any available defenses. You agree not to settle any matter without the prior written consent of the Company.
14. Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to these Terms of Service, the Website, or the Services shall first be attempted to be resolved through informal negotiation between the parties. The party raising a dispute shall provide written notice to the other party describing the nature of the dispute and the desired resolution. Both parties agree to negotiate in good faith for a period of at least thirty calendar days following receipt of such notice.
If the dispute cannot be resolved through informal negotiation within thirty calendar days, either party may elect to submit the dispute to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or failing agreement, appointed by the American Arbitration Association. The arbitration shall take place in Salt Lake City, Utah, unless the parties agree otherwise in writing.
The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the award of reasonable legal fees and costs to the prevailing party. The arbitration award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. Each party shall bear its own costs and expenses of arbitration, and the parties shall share equally the fees and expenses of the arbitrator, unless the arbitrator orders otherwise.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or confidential information.
15. Governing Law
These Terms of Service and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Utah, United States, without giving effect to any conflict of laws principles that would result in the application of the laws of another jurisdiction.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service or to any transaction conducted through the Website or Services. Any legal action or proceeding arising under these Terms of Service that is not subject to arbitration as described above shall be brought exclusively in the federal or state courts located in Salt Lake County, Utah, and the parties hereby irrevocably consent to the personal jurisdiction and venue of such courts.
16. General Provisions
Entire Agreement: These Terms of Service, together with the Privacy Policy and any applicable service agreement or statement of work, constitute the entire agreement between you and the Company concerning the subject matter hereof and supersede all prior or contemporaneous communications, agreements, and understandings, whether oral or written.
Severability: If any provision of these Terms of Service is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, or if modification is not possible, shall be severed from these Terms. The remaining provisions shall continue in full force and effect.
Waiver: The failure of the Company to enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
Assignment: You may not assign or transfer these Terms of Service, or any rights or obligations hereunder, without the prior written consent of the Company. The Company may assign or transfer these Terms of Service at its sole discretion without restriction, provided that such assignment does not materially diminish your rights under these Terms.
Force Majeure: The Company shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, government orders, utility failures, telecommunications failures, or natural disasters.
Notices: All notices required or permitted under these Terms of Service shall be in writing and delivered by email, personal delivery, or certified mail. Notices to the Company shall be sent to update@zpointaccess.mom. Notices to you may be sent to the email address or physical address you provided during registration or as part of your service agreement.
17. Contact Information
If you have questions, concerns, or feedback regarding these Terms of Service, or if you need to provide any notice required hereunder, please contact us using the information below.
ZPOINT ACCESS, INC.
2170 S Scenic Dr
Salt Lake City - 84109-1452
United States (US)
Email: update@zpointaccess.mom
Phone: +13396750733
We value your partnership and are committed to addressing all inquiries with the professionalism and thoroughness that define our approach to every engagement.