These Terms of Service govern the use of the website at https://www.valorpoint.lol and the computer systems design, computer integrated systems design, and related professional and technical services provided by VJP LLC, a company organized and operating in the United States with its registered place of business at 1224 Cobble Hollow Dr, Roosevelt, UT 84066-4829. The services are developed and operated under the ValorPoint brand.
By accessing the website, by submitting a request through the contact form, or by signing a proposal that incorporates these terms, you agree to be bound by this agreement. If you are accepting these terms on behalf of a company or other organization, you confirm that you have the authority to bind that organization, and in that case the terms apply to that organization as well as to you personally.
If you do not agree with any part of these terms, you should not use the website or engage our services. We may update these terms from time to time as described in Section 16, and your continued use after an update means that you accept the revised terms to the extent permitted by law.
ValorPoint provides professional services in computer systems design and computer integrated systems design. Our work includes system architecture, integration engineering, automation, data infrastructure, security and compliance, and managed operations. A full description of our services appears on the Services page of the website.
The exact scope of any engagement, including deliverables, timelines, and fees, is set out in a written proposal or statement of work that we agree with you before work begins. In the event of a conflict between these Terms of Service and a specific proposal, the proposal governs for that engagement, except that terms concerning limitation of liability, indemnification, and intellectual property in these Terms may only be changed by an explicit written amendment signed by both parties.
Nothing in these terms obligates us to perform work that is not described in a signed proposal, and we will not begin chargeable work until both parties have approved the relevant proposal or statement of work.
Our services are intended for businesses, organizations, and professionals. To use our services, you must be at least 18 years of age and capable of entering into a binding contract. If you are using the services on behalf of an organization, that organization must be lawfully constituted and you must be authorized to act on its behalf.
Where we provide you with access credentials, accounts, or portals as part of an engagement, you are responsible for keeping those credentials confidential and for all activity that takes place under your account. You must notify us immediately if you become aware of any unauthorized use of your credentials or any other security issue that affects your engagement.
We may suspend or close an account where we reasonably believe that it is being used in violation of these terms, that it poses a security risk, or that continued use would break the law. We will tell you before suspending access where that is practical and where the law allows.
For us to deliver services effectively, you agree to provide the cooperation and access that we reasonably require. Your responsibilities include the following.
Delays caused by missing information, late decisions, or unavailable access may extend the timeline and may be treated as a change under Section 5.
Each engagement begins with a written proposal that describes the scope of work, the deliverables, the timeline, and the fees. A proposal is an invitation to contract, not a binding agreement, until it is signed by both parties or accepted in writing.
Quotes are based on the information available at the time they are prepared. If the scope of work changes, or if we discover material differences between the assumptions in the quote and the actual state of your systems, we will prepare a change order describing the revised scope and any fee adjustment. No additional chargeable work will begin without your written approval of the change order.
Fees are quoted in United States dollars unless stated otherwise. Prices do not include taxes unless the proposal says so, and any applicable taxes, duties, or levies are payable by you in addition to the quoted fees. We will issue invoices as described in Section 6.
Invoices are due within the period stated on the invoice or, if no period is stated, within thirty days of the invoice date. Payment is due in full without setoff or deduction unless a statutory right to withhold applies.
For larger engagements, we may require a deposit before work begins, with the balance payable at agreed milestones. The specific schedule is set out in the proposal. We reserve the right to pause work if an invoice remains unpaid past its due date, and we will tell you before doing so.
Late payments may accrue interest at the rate allowed by applicable law, from the due date until the date of payment. If we need to engage a collection agency or take legal action to recover overdue amounts, you will be responsible for reasonable collection costs to the extent permitted by law.
We will deliver the agreed deliverables according to the timeline in the proposal. Timelines are estimates based on the information available, and reasonable delays caused by factors outside our control, or by your own delays, may extend the schedule.
For each major deliverable, the proposal will state an acceptance process. Unless a proposal says otherwise, you have fourteen days from receipt of a deliverable to test it and notify us in writing of any defects that prevent it from meeting the agreed specifications. If you do not notify us within that period, the deliverable is treated as accepted.
If you report a defect, we will correct it within a reasonable time. A deliverable is considered complete when it functions in accordance with the agreed specifications under normal conditions. Cosmetic differences, differences in performance expectations that were not agreed, and features that were out of scope are not considered defects.
Intellectual property ownership depends on the type of work. The general rules are set out below.
We do not claim ownership of your data, your trademarks, or your own pre-existing intellectual property.
During an engagement, each party may receive confidential information from the other. Confidential information includes business plans, technical designs, customer data, financial details, source code, and any information that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
Each party agrees to use the other confidential information only to perform its obligations under the engagement, to protect it with reasonable care, and to disclose it only to those of its personnel and advisers who need to know it and who are bound by confidentiality obligations. This obligation continues for five years after the relevant information is disclosed, and continues indefinitely for trade secrets.
These obligations do not apply to information that is publicly available through no fault of the receiving party, information that was already known to the receiving party without an obligation of confidence, information independently developed without use of the disclosing party confidential information, or information required to be disclosed by law. Where the law requires disclosure, the receiving party will give notice where practical so that the disclosing party can seek protection.
We warrant that the services will be performed in a professional manner by qualified personnel, and that deliverables will conform to the specifications in the agreed proposal. If we fail to meet these warranties and you notify us within the acceptance period described in Section 7, our sole obligation is to re-perform the affected work at no additional charge.
Except as expressly stated in this agreement or in a signed proposal, the services and deliverables are provided on an as-is and as-available basis, without warranties of any kind, whether express, implied, or statutory. We disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the maximum extent permitted by law.
We do not warrant that the website or any system we deliver will be error-free or uninterrupted, that defects will always be corrected, or that the results of our work will meet every unstated expectation of your business. Outcomes depend on many factors outside our control, including your own use of the systems after delivery.
To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, loss of goodwill, or cost of substitute services, arising out of or in connection with this agreement, even if the party was advised of the possibility of such damages.
The total aggregate liability of each party for all claims arising out of or in connection with this agreement, whether in contract, tort, or otherwise, will not exceed the total fees paid or payable by you under the relevant engagement during the twelve months preceding the event that gave rise to the claim.
Nothing in this section limits or excludes liability that cannot be limited or excluded under applicable law, such as liability for death or personal injury caused by negligence, liability for fraud, or liability for gross negligence or willful misconduct.
You agree to indemnify, defend, and hold harmless VJP LLC, its officers, employees, and agents from and against any third-party claims, damages, losses, and reasonable expenses, including reasonable legal fees, that arise out of or in connection with your use of the services, your breach of these terms, your violation of any law, or your infringement of the rights of any third party.
We will give you prompt notice of any claim that falls within this indemnity, cooperate with you in defending the claim, and allow you to control the defense and settlement, provided that you do not agree to any settlement that imposes an obligation or admission on us without our prior written consent.
We will not be liable for any claim that arises from your unauthorized modification of our work, your failure to implement agreed security measures, or your combination of our work with products or services that we did not approve in writing.
This agreement begins when you first use the website or accept a proposal, and continues until an engagement is complete or until the agreement is terminated as described below.
Either party may terminate an engagement with written notice if the other party commits a material breach that is not cured within thirty days of written notice describing the breach. Either party may also terminate immediately if the other party becomes insolvent, enters receivership, or takes any equivalent step under the law of its jurisdiction.
On termination, you will pay for work completed and accepted, and for work in progress at a rate that is reasonable given the stage of completion. Sections concerning payment, intellectual property, confidentiality, warranties, limitation of liability, indemnification, and dispute resolution will survive termination.
Our work frequently involves connecting to third-party platforms, cloud services, and software products. Those services are governed by the terms and conditions of their respective providers, and we do not control them.
Where the proposal names specific third-party services, you are responsible for procuring and maintaining the accounts and licenses needed to use those services, unless the proposal says that we will manage them. We will not be responsible for failures caused by third-party services, including outages, changes to features, or changes to pricing or terms that affect the agreed design.
If a third-party service is discontinued or changes materially during an engagement, we will propose a suitable alternative and, where required, a change order under Section 5 before proceeding with any additional chargeable work.
Neither party will be liable for any delay or failure to perform that results from circumstances beyond its reasonable control, including natural disasters, public health emergencies, war, terrorism, civil unrest, government action, power or network failures, and failures of third-party infrastructure that the affected party does not control.
The affected party will give notice as soon as practical and will use reasonable efforts to resume performance as quickly as circumstances allow. If a force majeure event continues for more than sixty days, either party may terminate the affected engagement by written notice, and payment will be made for work completed up to the date of termination.
We may revise these Terms of Service from time to time to reflect changes in our services, in the law, or in our business practices. When we make material changes, we will update the effective date at the top of this page and will post a notice on the website.
If you have an active engagement when the terms change, the revised terms will apply to new work accepted after the change takes effect, while the terms in place at the time of your signed proposal will continue to govern that engagement unless both parties agree otherwise in writing. If you do not agree to a revision, you may stop using the website, and for active engagements you should tell us promptly so that we can agree how to proceed.
These terms and any engagement governed by them are governed by the laws of the State of Utah, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before filing any claim, the parties will attempt in good faith to resolve the dispute through direct negotiation. If the dispute is not resolved within thirty days of written notice, either party may escalate the matter to a mutually agreed mediator, and the parties will share the costs of mediation equally.
Any claim that is not resolved through negotiation or mediation will be brought exclusively in the state or federal courts located in the State of Utah, and each party consents to the exclusive jurisdiction and venue of those courts. This section does not limit either party ability to seek injunctive or equitable relief in any court of competent jurisdiction where such relief is necessary to protect its confidential information or intellectual property.
If you have questions about these Terms of Service, or if you need to send us any notice under this agreement, please use the contact details below. Legal notices should be sent by email with a confirmation copy, and we will confirm receipt.
VJP LLCWe aim to acknowledge correspondence within two business days and to provide a substantive response within fifteen business days. We thank you for reading these terms and for trusting ValorPoint with your systems.