Welcome to WWC ASSOCIATES, LLC. These Terms of Service ("Terms," "Agreement") govern your access to and use of the website located at www.wwcasso.shop (the "Site") and the computer systems design, integration, consulting, and related services (collectively, the "Services") provided by WWC ASSOCIATES, 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.
WWC ASSOCIATES, LLC is a limited liability company organized under the laws of the State of Ohio, with its principal place of business at 6545 MARKET AVE N STE 100 N CANTON, 44721 UNITED STATES.
For the purposes of these Terms, the following definitions apply:
WWC ASSOCIATES, LLC provides computer systems design, computer integrated systems design, and related technical consulting services. Our Services include, but are not limited to computer systems architecture design and planning, systems integration and interoperability solutions, cloud infrastructure design, migration, and management, managed IT services and technical support, data analytics and business intelligence solutions, cybersecurity assessment, design, and implementation, and technical consulting and advisory services.
The specific scope, deliverables, timeline, and fees for each engagement will be defined in a separate statement of work executed by both parties.
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, provided that such assignment does not include any pre-existing intellectual property, tools, methodologies, or libraries that we own or license from third parties ("Background IP").
Site Content: All content on our Site, including text, graphics, logos, images, and software, is the property of WWC ASSOCIATES, LLC or its content suppliers and is protected by applicable intellectual property laws.
License to Background IP: We grant you a non-exclusive, non-transferable, perpetual license to use our Background IP solely as incorporated into the Deliverables for your internal business purposes.
Fees: The fees for our Services shall be as set forth in each statement of work. Unless otherwise specified, all fees are quoted in United States Dollars (USD) and are exclusive of any applicable taxes.
Payment Terms: Invoices are due within thirty (30) days from the invoice date. Late payments may be subject to a service charge of 1.5% per month, or the maximum rate permitted by applicable law.
Taxes: You are responsible for all applicable sales, use, value-added, withholding, and other taxes arising from your use of our Services.
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.
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.
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 statement of work for a period of ninety (90) days following delivery.
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.
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 STATEMENT OF WORK DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
Our Indemnification: We agree to indemnify, defend, and hold you harmless from and against any third-party claims, damages, losses, and expenses arising out of or related to an allegation that our Deliverables infringe upon the intellectual property rights of a third party.
Your Indemnification: You agree to indemnify, defend, and hold us harmless from and against any third-party claims arising out of or related to your use of our Site or Services in violation of these Terms or your breach of any representation or warranty.
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 a statement of work for convenience upon thirty (30) days' written notice. In such event, you shall pay for all Services performed up to the date of termination.
Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within fifteen (15) days after receiving written notice thereof.
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.
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 unresolved, the parties agree to submit the dispute to binding arbitration in North Canton, Ohio, in accordance with the rules of the American Arbitration Association.
When using our Site, you agree not to violate any applicable law or third-party right, upload unlawful or harmful content, attempt to gain unauthorized access to our systems, interfere with the operation of our Site, use automated means to collect data without permission, or transmit any viruses or harmful code.
We reserve the right to investigate and take appropriate legal action against any user who violates these conduct terms.
Our Site may contain links to third-party websites or resources not owned or controlled by WWC ASSOCIATES, LLC. We are not responsible for the content, products, or services offered by these third parties. You should review the applicable terms of any third-party website you access.
Neither party shall be liable for any failure or delay in performing its obligations (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, government actions, labor disputes, and utility or telecommunications failures.
If a force majeure event continues for more than sixty (60) days, either party may terminate the affected statement of work without further liability.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and negotiations, whether written or oral.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
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.
We will make reasonable efforts to notify you of material changes at least fifteen (15) days prior to the effective date.
If you have any questions regarding these Terms of Service, please contact us:
WWC ASSOCIATES, LLC
6545 MARKET AVE N STE 100
N CANTON, 44721
UNITED STATES
Email: support@wwcasso.shop
Phone: +1 762-395-0829