Terms of Service
Last updated: May 26th, 2025
1. Introduction
Welcome to Van Der Wall Tech (“Company,” “we,” “our,” “us”). These Terms of Service (“Terms”) govern your access to and use of our software-as-a-service platform (“Service”). By registering for or using the Service, you agree to be bound by these Terms.
2. Definitions
Account: Your registration and credentials to access the Service.
Customer Data: All electronic data, information, or content uploaded, processed, or stored by you in connection with the Service.
Service Data: Usage metrics, logs, and other technical data generated by the Service.
License(s): Paid seats or access units you subscribe to for use of the Service.
DPA: Data Processing Addendum executed between you and the Company regarding personal data protection.
3. Proprietary Rights & License
3.1 Customer Data Ownership. You retain all right, title, and interest in and to your Customer Data. We will not access or use Customer Data except as necessary to provide and improve the Service, or as otherwise authorized by you.
3.2 Company Intellectual Property. All rights, title, and interest in and to the Service (including software, APIs, documentation, trademarks, and other Company technology) are and will remain the sole property of Van Der Wall Tech and its licensors.
3.3 License Grant. Subject to payment of all fees and your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term.
4. Acceptable Use
4.1 You agree not to, and will not permit any third party to:
- Send unsolicited spam, bulk messaging, or any form of marketing communications through the Service.
- Upload, store, or transmit unlawful, infringing, obscene, defamatory, or otherwise objectionable content.
- Introduce viruses, malware, or any malicious code; perform network or security tests without authorization; or attempt to gain unauthorized access to the Service.
- Circumvent user or license limits, tamper with usage meters, or reverse-engineer the Service.
4.2 We reserve the right to suspend or terminate any Account engaging in prohibited activities.
5. Billing, Payment & Taxes
5.1 Fees. License fees are billed in advance on a monthly basis for the upcoming term. Email and SMS usage fees are billed in arrears, based on the prior month’s consumption. All fees are stated in U.S. dollars and exclude taxes. You are responsible for all sales, use, VAT, or other taxes.
5.2 Payment Terms. Fees are due on the dates specified in your Account. If an invoice is not paid within 14 days of its due date, we may suspend your Service and charge interest on overdue amounts at the lesser of 1.5% per month or the maximum permitted by law.
5.3 Refund Policy. Except as expressly stated herein, all fees are non-refundable and non-creditable, including for mid-term cancellations or suspensions.
6. Suspension, Termination & Account Closure
6.1 Termination for Cause. Either party may terminate these Terms for the material breach of the other party, if such breach remains uncured 30 days after written notice.
6.2 Termination for Convenience. Company may terminate any Account, with or without cause, upon thirty (30) days’ prior written notice to you, including for abusive use of the Service or any conduct deemed detrimental to Company or its users.
6.3 Effect of Termination. Upon termination or expiration, your right to access the Service immediately ceases. You remain responsible for all fees accrued through the effective date of termination.
7. Data Retention & Deletion
7.1 Data Export. Following termination or suspension, we will retain Customer Data for 30 days (except where retention is prohibited by law). During this period, you may export your data. After such period, Customer Data will be permanently deleted and unrecoverable.
7.2 Service Data. We may retain aggregated Service Data for operational and analytical purposes indefinitely, provided it is anonymized and cannot be reverse-engineered to identify you or your end users.
8. Indemnification
8.1 By Company. Company will defend you at our expense against any third-party claim alleging that the unmodified Service infringes a patent, copyright, or trademark, and will pay any damages finally awarded against you, provided you (a) promptly notify Company in writing of the claim, (b) allow Company to control the defense and settlement, and (c) cooperate with Company’s reasonable requests.
8.2 By You. You will defend and indemnify Company and its affiliates against any third-party claim arising from (a) your use of the Service in violation of these Terms, (b) your Customer Data, or (c) your breach of any representation, warranty, or obligation under these Terms.
9. Warranty Disclaimer
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU TO COMPANY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Confidentiality
Each party shall protect the other’s Confidential Information with the same degree of care it uses to protect its own, but no less than reasonable care. Confidential Information excludes information that is (a) publicly known, (b) rightfully obtained from a third party without breach, or (c) independently developed.
12. Governing Law & Dispute Resolution
These Terms are governed by and construed in accordance with the laws of Tennessee, without regard to conflict-of-law principles. Any dispute arising under or relating to these Terms shall be resolved in the state or federal courts located in Wilson County, Tennessee.
13. Force Majeure
Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of nature, acts of government, failures of third-party services, or other force majeure events.
14. Assignment
You may not assign or transfer these Terms, in whole or in part, without our prior written consent. Company may assign these Terms in connection with a merger, acquisition, or sale of assets.
15. Severability & Waiver
If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect. No failure or delay in enforcing any right shall constitute a waiver.
16. Entire Agreement & Amendments
These Terms, together with any DPA and Order Form, constitute the entire agreement between you and Company regarding the Service and supersede all prior proposals or agreements. We may update these Terms by posting changes on our website or notifying you via email; continued use of the Service after the effective date constitutes acceptance.
17. Contact Us
Van Der Wall Techsupport@ticketing.vanderwalltech.com
Registered Agents Inc.
116 AGNES RD
STE 200
KNOXVILLE, TN 37919