Terms of Service Agreement
Effective Date: 4/27/2024
Parties:
- Service Provider: William Robert Vandergaw, doing business as Billy Vandergaw (“Provider”)
- Customer: Any individual, group, or entity, as well as their partners and affiliates, engaging in services, purchasing hardware, or receiving consulting from the Provider under this Agreement (“Customer”). This includes all parties for whom the Customer has authorized services, as explicitly agreed upon in writing by the Provider.
Services Provided: The Provider agrees to furnish services, hardware, and consulting to the Customer subject to the following Terms of Service (the “Agreement”).
1. Services The Provider shall deliver the services, hardware, and consulting as described in the attached Exhibit A, incorporated herein by reference.
2. Compensation As consideration for the provision of services, hardware, and consulting by the Provider, the payment terms shall be as outlined in Exhibit B attached hereto.
3. Limitation of Liability To the fullest extent permitted by Oregon law, William Robert Vandergaw, dba Billy Vandergaw, shall not be liable for any direct, indirect, incidental, special, or consequential damages, or damages for lost profits, revenue, data, or use, incurred by the customer or any third party, whether in an action in contract or tort, even if the Provider has been advised of the possibility of such damages. The customer expressly agrees that it will not hold the Provider liable for any conduct or event, and waives any right to seek damages or remedies based upon such events, as permitted under Oregon Law.
4. Indemnification The Customer agrees to indemnify, defend, and hold harmless the Provider and its agents, employees, and subcontractors from and against any and all claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the services provided under this Agreement, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property including loss of use resulting therefrom.
5. Compliance with Law Both parties agree to comply with all applicable federal, state, and local laws, regulations, and ordinances that affect this Agreement and the services provided.
6. Dispute Resolution Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the laws of the State of Oregon.
7. Miscellaneous This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof. No other agreements, promises, or representations, whether verbal or written, are binding unless specifically stated in this document. Notwithstanding the foregoing, written estimates or proposals provided by the Provider to the Client, which are expressly accepted in writing by the Client, shall become part of this Agreement and shall be treated as additional binding commitments by both parties.
8. Pricing and Services Schedule: The pricing and services schedule available on the Provider’s official website, https://vandergaw.com, is incorporated by reference into this Agreement. The Client acknowledges that the prices and services listed on the website may be subject to change without prior notice. It is the Client’s responsibility to regularly review the website to stay informed of any updates or changes to the pricing and services schedule. Any purchases made after such changes are posted will be subject to the updated terms.
9. Severability If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
10. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon.
Venue: All actions or proceedings arising in connection with, touching upon or relating to this Agreement, or the breach thereof, shall be submitted to the state courts of Linn County, Oregon, or the United States District Court for the District of Oregon. The parties hereby waive any right to challenge the jurisdiction or venue of such courts.
