Terms of Service

1. Agreement to Terms

By using our website or services, you represent that you are at least 18 years of age, have the legal authority to enter into this agreement on behalf of yourself or your organization, and agree to comply with these Terms and all applicable laws and regulations. If you are entering into these Terms on behalf of a business entity, you represent that you have the authority to bind that entity.

These Terms constitute a legally binding agreement between you (or your organization) and ZVMS Industries LLC, a limited liability company organized under the laws of the State of New Mexico.

2. Services

2.1 Service Delivery

ZVMS provides technology services including but not limited to: VoIP and telecommunications, managed IT support, cybersecurity, business internet connectivity, website development, and application development. Specific terms, deliverables, and service level agreements for individual engagements will be governed by a separate Service Order, Statement of Work, or Service Agreement executed between the parties.

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any service or feature with reasonable notice. For managed services under active agreements, modifications will be communicated at least 30 days in advance unless required by law, security necessity, or third-party provider changes beyond our control.

2.3 Third-Party Services

Some services involve third-party providers (carriers, cloud platforms, software vendors). ZVMS acts as a reseller or integrator for such services and is not responsible for third-party service interruptions, policy changes, or failures beyond our reasonable control. We will make good-faith efforts to resolve issues with third-party providers on your behalf.

2.4 Service Level Agreements

Where ZVMS has committed to specific uptime or response time SLAs, those commitments are set forth in your signed Service Agreement. General targets (e.g., 99.9% uptime) described on our website are goals and do not constitute guaranteed service levels unless memorialized in a signed agreement.

3. Accounts & Registration

To access certain services, you must complete our account application process. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for:

• Maintaining the confidentiality of your account credentials.
• All activity that occurs under your account.
• Notifying us immediately at sales@zvmsindustries.com of any unauthorized access or security breach.
• Ensuring authorized users within your organization comply with these Terms.

ZVMS reserves the right to refuse service, terminate accounts, or cancel orders at our discretion.

4. Payment & Billing

4.1 Fees

Fees for services are as stated in your Service Agreement or applicable service order. Fees are exclusive of applicable taxes unless stated otherwise. You are responsible for all applicable federal, state, and local taxes, fees, and surcharges, including telecom-specific taxes and regulatory fees.

4.2 Billing Cycle

Recurring services are billed monthly or annually as specified in your agreement. Invoices are due within 30 days of issuance unless otherwise agreed. Setup fees, project deposits, and one-time charges are due as specified in your service order.

4.3 Late Payments

Overdue balances are subject to a late fee of 1.5% per month (or the maximum permitted by law, whichever is less) on unpaid amounts. ZVMS reserves the right to suspend service for accounts more than 30 days past due after providing written notice.

4.4 Disputes

If you believe an invoice is incorrect, you must notify us in writing within 15 days of the invoice date. Undisputed portions of invoices must still be paid on time. Failure to notify us within this period constitutes acceptance of the invoice.

4.5 Refunds

Monthly recurring service fees are generally non-refundable once service has been provisioned. Project-based and development services may have specific refund terms set forth in the applicable statement of work. Setup and activation fees are non-refundable.

5. Acceptable Use

You agree not to use our services to:

• Violate any applicable laws, regulations, or third-party rights.
• Transmit spam, unsolicited bulk communications, or materials that violate the CAN-SPAM Act or TCPA.
• Conduct telemarketing or robocalling in violation of applicable law.
• Transmit viruses, malware, or other malicious code.
• Attempt to gain unauthorized access to systems, networks, or data.
• Engage in denial-of-service attacks or other network abuse.
• Resell or sublicense ZVMS services without prior written authorization.
• Infringe on intellectual property rights of ZVMS or any third party.
• Engage in activities that impose an unreasonable burden on our network infrastructure.

ZVMS reserves the right to immediately suspend services upon detection of violations of this Acceptable Use Policy and to report unlawful activity to appropriate authorities.

6. Intellectual Property

6.1 ZVMS Property

All content on our website, proprietary software, processes, documentation, and service methodologies are the intellectual property of ZVMS Industries LLC. Nothing in these Terms grants you any license to ZVMS intellectual property except as necessary to use the specific services you have purchased.

6.2 Client Property

You retain ownership of all content, data, and materials you provide to ZVMS. You grant ZVMS a limited license to use such materials solely to deliver the services you have contracted for.

6.3 Work Product

For development projects (websites, applications, custom software), ownership of final deliverables transfers to you upon receipt of payment in full, except for any underlying frameworks, libraries, or tools that remain the property of ZVMS or third parties. Details will be specified in your statement of work.

7. Confidentiality

Both parties may have access to confidential information of the other party ("Confidential Information"). Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose it to third parties without prior written consent; and (c) use it only for the purposes of delivering or receiving the contracted services. This obligation survives termination of the service relationship for a period of three (3) years.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order.

8. Warranties & Disclaimers

ZVMS warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. For services with SLAs, ZVMS will use commercially reasonable efforts to meet those commitments.

DISCLAIMER: EXCEPT AS EXPRESSLY SET FORTH ABOVE, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ZVMS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ZVMS DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ZVMS'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU PAID TO ZVMS IN THE THREE (3) MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000).

IN NO EVENT SHALL ZVMS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow limitations on implied warranties or exclusions of certain damages; the above limitations may not apply to you to the extent prohibited by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless ZVMS Industries LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of our services; (b) your violation of these Terms; (c) your violation of any applicable law or third-party rights; or (d) any content or data you provide to ZVMS.

11. Term & Termination

11.1 Term

These Terms remain in effect as long as you use our website or maintain a service relationship with ZVMS. Individual service agreements specify their own terms and auto-renewal provisions.

11.2 Termination by You

You may terminate month-to-month services with 30 days written notice. Termination of annual contracts may be subject to early termination fees as specified in your service agreement.

11.3 Termination by ZVMS

ZVMS may terminate or suspend your access to services immediately, without prior notice or liability, if you materially breach these Terms, fail to pay outstanding invoices after cure period, or engage in conduct we reasonably determine to be harmful to our systems, other clients, or third parties.

11.4 Effect of Termination

Upon termination, your right to use the services ceases immediately. Provisions that by their nature should survive termination (including payment obligations, intellectual property, confidentiality, disclaimers, and limitation of liability) shall survive.

12. Dispute Resolution

12.1 Governing Law

These Terms shall be governed by the laws of the State of New Mexico, without regard to its conflict of law provisions.

12.2 Informal Resolution

Before initiating formal proceedings, both parties agree to attempt to resolve disputes informally by contacting the other party in writing and allowing 30 days for good-faith resolution.

12.3 Arbitration

Any dispute that cannot be resolved informally shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Albuquerque, New Mexico. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.4 Class Action Waiver

You agree that any claims must be brought individually and not as a plaintiff or class member in any purported class or representative proceeding.

13. General Provisions

• Entire Agreement: These Terms, together with any signed service agreements and statements of work, constitute the entire agreement between you and ZVMS regarding our services.
• Severability: If any provision is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Failure to enforce any right or provision does not constitute a waiver of that right.
• Assignment: You may not assign your rights under these Terms without our prior written consent. ZVMS may assign its rights in connection with a merger, acquisition, or sale of assets.
• Force Majeure: ZVMS is not liable for delays or failures caused by events beyond our reasonable control, including natural disasters, government actions, internet outages, or third-party service failures.
• Notices: Legal notices to ZVMS must be sent in writing to our address below. Notices to you will be sent to the email or address on file for your account.

14. Contact Information

For questions about these Terms of Service, please contact: