Welcome to ZGR AUTO REPAIR OHIO LLC. These Terms of Service ("Terms," "Agreement") govern your access to and use of the website located at www.zgrauto.shop (the "Site") and the computer systems design, integration, consulting, and related services (collectively, the "Services") provided by ZGR AUTO REPAIR OHIO LLC ("we," "our," or "us").
Please read these Terms carefully before using our Site or engaging our Services. By accessing or using our Site, or by entering into any agreement for our Services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our Site or Services.
ZGR AUTO REPAIR OHIO LLC is a limited liability company organized under the laws of the State of Ohio, with its principal place of business at 3811 WADE RD COLUMBUS, 43232 UNITED STATES.
For the purposes of these Terms, the following definitions apply:
ZGR AUTO REPAIR OHIO LLC provides computer systems design, computer integrated systems design, and related technical consulting services. Our Services include, but are not limited to:
The specific scope, deliverables, timeline, and fees for each engagement will be defined in a separate statement of work, service order, or contract supplement ("SOW") executed by both parties. Each SOW, once executed, forms an integral part of this Agreement.
Ownership of Deliverables: Upon full payment of all fees due, we assign to you all rights, title, and interest in and to the specific Deliverables created for you under an SOW, provided that such assignment does not include any pre-existing intellectual property, tools, methodologies, frameworks, or libraries that we own or license from third parties ("Background IP"). We retain all rights to our Background IP.
Site Content: All content on our Site, including text, graphics, logos, images, and software, is the property of ZGR AUTO REPAIR OHIO LLC or its content suppliers and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from our Site content without our prior written consent.
License to Background IP: To the extent that our Deliverables incorporate our Background IP, we grant you a non-exclusive, non-transferable, perpetual license to use such Background IP solely as incorporated into the Deliverables and for your internal business purposes.
Feedback: Any suggestions, ideas, or feedback you provide regarding our Services or Site may be used by us without any obligation to you.
Fees: The fees for our Services shall be as set forth in each SOW. Unless otherwise specified, all fees are quoted in United States Dollars (USD) and are exclusive of any applicable taxes, duties, or assessments.
Payment Terms: Invoices are due within thirty (30) days from the invoice date, unless otherwise specified in the SOW. Late payments may be subject to a service charge of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower.
Taxes: You are responsible for all applicable sales, use, value-added, withholding, and other taxes or assessments arising from your use of our Services or Site, excluding taxes based on our net income.
Expenses: Unless otherwise agreed, you will reimburse us for reasonable out-of-pocket expenses incurred in connection with the performance of Services, including travel, lodging, and material costs, subject to prior approval where required by the SOW.
Both parties agree to maintain the confidentiality of any Confidential Information disclosed during the course of the engagement. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to perform the Services.
Each party agrees to use Confidential Information solely for the purpose of performing its obligations under this Agreement and to protect such information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.
Upon termination of this Agreement, each party shall return or destroy all Confidential Information of the other party, subject to standard backup and retention policies.
Our Warranties: We warrant that our Services will be performed in a professional and workmanlike manner in accordance with industry standards. We further warrant that the Deliverables will conform to the specifications set forth in the applicable SOW for a period of ninety (90) days following delivery. If the Deliverables fail to conform to this warranty, our sole obligation and your exclusive remedy shall be to correct or replace the non-conforming Deliverables, or, at our option, to refund the fees paid for the non-conforming Deliverables.
Your Warranties: You warrant that all information you provide to us in connection with our Services is accurate, complete, and not misleading, and that you have the right to provide any materials or information necessary for us to perform the Services.
Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, OUR 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, AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL LIABILITY TO THE OTHER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO US UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
The limitations in this section shall not apply to: (a) either party's indemnification obligations; (b) either party's breach of confidentiality obligations; (c) either party's infringement of the other's intellectual property rights; or (d) fraud or willful misconduct.
Our Indemnification: We agree to indemnify, defend, and hold you harmless from and against any third-party claims, damages, losses, and expenses (including reasonable attorney fees) arising out of or related to an allegation that our Deliverables infringe upon the intellectual property rights of a third party. This indemnification obligation does not apply if the alleged infringement arises from: (a) your modification of the Deliverables without our consent; (b) your use of the Deliverables in combination with materials not provided by us; (c) your failure to implement updates, corrections, or modifications provided by us; or (d) your compliance with specifications or instructions provided by you.
Your Indemnification: You agree to indemnify, defend, and hold us harmless from and against any third-party claims, damages, losses, and expenses (including reasonable attorney fees) arising out of or related to: (a) your use of our Site or Services in violation of these Terms; (b) your breach of any representation or warranty; or (c) any materials or information you provide to us that infringe upon the rights of any third party.
Term: This Agreement shall commence on the date you first access our Site or accept these Terms, and shall continue until terminated as provided herein.
Termination for Convenience: Either party may terminate an SOW for convenience upon thirty (30) days' written notice to the other party. In such event, you shall pay for all Services performed and expenses incurred up to the effective date of termination.
Termination for Cause: Either party may terminate this Agreement or an SOW immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice thereof.
Effect of Termination: Upon termination, you shall pay all fees due for Services rendered up to the date of termination. Sections of these Terms that by their nature should survive termination shall survive, including but not limited to: confidentiality, limitation of liability, indemnification, and governing law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Any dispute arising out of or relating to this Agreement shall first be submitted to informal negotiations between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to binding arbitration in Columbus, Ohio, in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties. The arbitrator's decision shall be final and binding, and judgment may be entered thereon in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property rights or confidential information.
When using our Site, you agree not to:
We reserve the right to investigate and take appropriate legal action against any user who violates these conduct terms, including suspending or terminating access to our Site and reporting such conduct to law enforcement authorities.
Our Site and Services may contain links to third-party websites, applications, or resources that are not owned or controlled by ZGR AUTO REPAIR OHIO LLC. We provide these links for your convenience only and do not endorse or assume any responsibility for the content, products, or services offered by these third parties.
Your interactions with third-party websites or services are solely between you and the third party. We shall not be liable for any damages or losses arising from your use of any third-party resources. You should review the applicable terms and policies of any third-party website or service you access.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (excluding payment obligations) if such failure or delay is caused by circumstances beyond the party's reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions, labor disputes, supply chain disruptions, utility or telecommunications failures, and cyber attacks.
The affected party shall provide prompt written notice to the other party of the force majeure event and its expected duration, and shall use reasonable efforts to resume performance as soon as practicable. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected SOW without further liability, except for fees and expenses incurred up to the date of termination.
This Agreement, together with any SOWs, exhibits, and schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intentions.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. Failure to enforce any provision shall not constitute a waiver of that or any other provision.
We reserve the right to modify these Terms at any time. Changes will become effective upon posting the updated Terms on our Site. Your continued use of our Site or Services after any modifications indicates your acceptance of the updated Terms. If you do not agree with the modified Terms, you must discontinue your use of our Site and Services.
We will make reasonable efforts to notify you of material changes to these Terms, by email or through a notice on our Site, at least fifteen (15) days prior to the effective date of such changes.
If you have any questions, concerns, or requests regarding these Terms of Service, please contact us:
ZGR AUTO REPAIR OHIO LLC
3811 WADE RD
COLUMBUS, 43232
UNITED STATES
Email: support@zgrauto.shop
Phone: +1 443-706-9683