Welcome to ODFW LLC. These Terms of Service ("Terms") govern your access to and use of our website, products, and services. By accessing our website or engaging 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 website or services.
ODFW LLC ("Company," "we," "us," or "our") is a Delaware limited liability company providing computer systems design, integration, and technical services. These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and ODFW LLC.
Please read these Terms carefully before using our website or engaging our services. We reserve the right to modify these Terms at any time, and such modifications shall be effective immediately upon posting.
For the purposes of these Terms, the following definitions apply:
"Services" means all computer systems design, integration, technical consulting, managed IT, cloud solutions, and related professional services provided by ODFW LLC to the Client.
"Client" means any individual or entity that accesses our website, requests a quotation, or engages our services.
"Confidential Information" means any proprietary data, technical information, business strategies, trade secrets, or other non-public information disclosed by one party to the other.
"Intellectual Property" includes patents, copyrights, trademarks, trade secrets, and all other proprietary rights recognized under applicable law.
"Website" means the website operated by ODFW LLC and all related subdomains, pages, and content.
"Agreement" means these Terms of Service and any associated service agreements, statements of work, or order forms executed by the parties.
ODFW LLC provides a comprehensive range of technology services, including but not limited to computer systems design and architecture, systems integration and implementation, cloud computing solutions and migration, managed IT services and support, technical consulting and advisory, network design and security solutions, and software development and integration.
The specific scope, deliverables, timelines, and fees for each engagement will be defined in a separate statement of work (SOW) or service agreement executed by both parties. Each SOW, when signed, becomes part of the Agreement between the parties.
We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. We will provide reasonable notice of any material changes that may affect existing client engagements.
4.1 Ownership of Work Product. Upon full payment for services, all custom-developed deliverables, including software code, system designs, documentation, and other work product specifically created for the Client under a signed SOW, shall be owned by the Client, subject to the exceptions set forth in Section 4.2.
4.2 Pre-existing Materials. ODFW LLC retains all rights, title, and interest in and to any pre-existing tools, methodologies, frameworks, libraries, and intellectual property owned by ODFW LLC prior to the engagement or developed independently of the Client engagement. Any use of such pre-existing materials by the Client shall be subject to a non-exclusive, royalty-free license to use such materials solely as part of the delivered work product.
4.3 License to Client Materials. The Client grants ODFW LLC a non-exclusive, royalty-free license to use the Client's intellectual property, data, and materials as necessary to perform the services under the Agreement.
4.4 Website Content. All content on our website, including text, graphics, logos, images, and software, is the property of ODFW LLC or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify, or create derivative works without our express written consent.
4.5 Trademarks. "ODFW" and the ODFW logo are trademarks of ODFW LLC. All other trademarks, service marks, and trade names appearing on our website are the property of their respective owners.
5.1 Fees. The Client shall pay ODFW LLC the fees set forth in the applicable SOW or service agreement. Fees may be structured as fixed-price, time-and-materials, or recurring subscription fees, as specified in the SOW.
5.2 Invoicing. Unless otherwise specified, invoices are due within thirty (30) days of the invoice date. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
5.3 Expenses. The Client shall reimburse ODFW LLC for all reasonable out-of-pocket expenses incurred in connection with the services, including travel, lodging, and third-party software licenses, unless otherwise agreed in the SOW.
5.4 Taxes. The Client is responsible for all applicable taxes, duties, and governmental assessments related to the services, excluding taxes based on ODFW LLC's net income.
5.5 Payment Disputes. If the Client disputes any portion of an invoice in good faith, the Client shall pay the undisputed portion and provide written notice detailing the basis for the dispute within fifteen (15) days of receipt.
6.1 Obligations. Both parties agree to maintain the confidentiality of all Confidential Information disclosed during the course of the engagement. Confidential Information shall not be disclosed to third parties without the disclosing party's prior written consent.
6.2 Exclusions. Confidential Information does not include 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 independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order.
6.3 Duration. The confidentiality obligations set forth in this section shall survive the termination of the Agreement for a period of three (3) years, or indefinitely for trade secrets.
6.4 Remedies. Each party acknowledges that a breach of confidentiality obligations may cause irreparable harm for which monetary damages would be inadequate, and the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law.
7.1 Mutual Warranties. Each party represents and warrants that: (a) it has the full right, power, and authority to enter into this Agreement; (b) it will comply with all applicable laws and regulations in performing its obligations; and (c) its performance will not violate any agreement with a third party.
7.2 Service Warranty. ODFW LLC warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. If the Client believes any services fail to meet this standard, the Client must notify ODFW LLC in writing within thirty (30) days of delivery, and ODFW LLC shall, at its option, re-perform the non-conforming services or provide a refund.
7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ODFW LLC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
8.1 Exclusion of Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.
8.2 Cap on Liability. EACH PARTY'S TOTAL LIABILITY TO THE OTHER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO ODFW LLC DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8.3 Exceptions. The limitations of liability set forth in this section shall not apply to: (a) a party's breach of confidentiality obligations; (b) a party's indemnification obligations; (c) a party's infringement of the other party's intellectual property rights; or (d) damages arising from a party's gross negligence or willful misconduct.
9.1 Client Indemnification. The Client agrees to defend, indemnify, and hold harmless ODFW LLC, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses arising out of or related to: (a) the Client's use of the services; (b) the Client's breach of these Terms; (c) the Client's violation of applicable laws; or (d) any content or data provided by the Client that infringes third-party rights.
9.2 ODFW Indemnification. ODFW LLC agrees to defend, indemnify, and hold harmless the Client from and against any claim that the services provided by ODFW LLC directly infringe a valid United States patent, copyright, or trademark. If such a claim is made or appears likely, ODFW LLC may, at its option and expense: (a) procure the right for the Client to continue using the services; (b) modify the services to make them non-infringing; or (c) terminate the affected services and refund the fees paid for such services.
9.3 Conditions. The indemnifying party's obligations are conditioned upon the indemnified party providing prompt written notice of the claim, cooperative assistance in the defense, and sole control of the defense and settlement negotiations.
10.1 Term. These Terms shall remain in full force and effect while you use our website or services. For specific service engagements, the term shall be as set forth in the applicable SOW.
10.2 Termination for Convenience. Either party may terminate an SOW without cause upon thirty (30) days' written notice to the other party. In such event, the Client shall pay for all services performed and expenses incurred up to the effective date of termination.
10.3 Termination for Cause. Either party may terminate an SOW immediately upon written notice if the other party: (a) materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving written notice; (b) becomes insolvent, files for bankruptcy, or ceases operations; or (c) engages in willful misconduct that causes material harm to the other party.
10.4 Effect of Termination. Upon termination, each party shall return or destroy the other party's Confidential Information, and the Client shall pay all amounts due for services rendered and expenses incurred through the date of termination.
10.5 Survival. Sections 4 (Intellectual Property Rights), 6 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), 11 (Governing Law), and 15 (Entire Agreement) shall survive termination of this Agreement.
11.1 Governing Law. These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.
11.2 Venue. Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Franklin County, Ohio, and each party hereby consents to the personal jurisdiction of such courts.
11.3 Informal Resolution. Before initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiations. If the dispute cannot be resolved within sixty (60) days, either party may pursue legal remedies.
11.4 Waiver of Jury Trial. Each party hereby waives any right to a trial by jury in any action or proceeding arising out of or related to these Terms.
When using our website, you agree to comply with all applicable laws and regulations. You shall not:
Use our website for any unlawful purpose or in violation of any applicable laws. Attempt to gain unauthorized access to our systems, networks, or data. Interfere with or disrupt the security, integrity, or performance of our website or services. Upload or transmit viruses, malware, or any other malicious code. Engage in any activity that could damage, disable, overburden, or impair our infrastructure. Use automated means, including bots, scrapers, or spiders, to access or collect data from our website without our express permission. Impersonate any person or entity or misrepresent your affiliation with any person or entity.
We reserve the right to investigate and take appropriate legal action against anyone who violates these provisions, including reporting such activity to law enforcement authorities.
Our website may contain links to third-party websites, resources, or services that are not owned or controlled by ODFW LLC. We provide these links for your convenience only and do not endorse, warrant, or assume any responsibility for the content, privacy practices, or terms of any third-party websites.
We are not responsible for the availability, accuracy, or legality of any third-party content. Your use of third-party websites is subject to the terms and conditions and privacy policies of those websites. We encourage you to review the terms and policies of any third-party websites you visit.
Any concerns regarding third-party content or resources should be directed to the applicable third party. ODFW LLC disclaims all liability arising from your use of or reliance on any third-party content.
Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes, labor disputes, pandemics, governmental actions, power outages, telecommunications failures, or internet service provider disruptions.
The affected party shall provide prompt written notice of the force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable. If the force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected SOW without further liability.
This section does not excuse the payment of amounts due for services already rendered prior to the force majeure event.
These Terms, together with any SOW, service agreements, and order forms executed by the parties, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior or contemporaneous communications, representations, understandings, and agreements, whether written or oral.
If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. Failure to enforce any right or provision shall not constitute a waiver of such right or provision.
Nothing in these Terms shall create a partnership, joint venture, agency, or employment relationship between the parties. Neither party may assign these Terms without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all assets.
If you have any questions, concerns, or inquiries regarding these Terms of Service, please contact us:
Email: support@odfw.shop
Phone: +1(970)840-9851
Address: 7313 ROCKFORD DR FALLS CHURCH, OH 22043
We welcome your feedback and are committed to addressing any questions or concerns you may have. You may also use the contact form on our website to submit inquiries, and a representative will respond to you as promptly as possible.