Terms of Service

1. Who we are

R. Watson & Associates, Inc. is a software and technology consulting company based in Oregon. Contact us at our contact page or via the contact methods published on rwatsonassoc.com.

2. Eligibility and accounts

• You must be able to form a binding contract under applicable law to use the Services.
• You are responsible for the accuracy of information you provide and for maintaining the confidentiality of your credentials and account access.
• You must notify us promptly of any unauthorized use of your account or credentials.
• We may refuse registration, suspend, or terminate accounts that we reasonably believe violate these Terms or applicable law.

3. The Services

The Services include our public website, customer- or partner-facing portals, and any related online tools we make available. Features may change over time. Some functionality may require a separate written agreement (for example, a master services agreement, statement of work, or license). If those documents conflict with these Terms for paid professional services or custom software, the written agreement controls for that engagement.

4. Acceptable use

You agree not to misuse the Services. Without limitation, you will not:

• Violate any applicable federal, state, or local law or regulation
• Infringe intellectual property, privacy, or other rights of others
• Attempt to gain unauthorized access to systems, accounts, data, or networks related to the Services
• Probe, scan, or test vulnerability of the Services except with our prior written permission
• Introduce malware, interfere with or disrupt the Services, or impose an unreasonable load on our infrastructure
• Use the Services to send spam, deceptive communications, or content that is unlawful, harmful, or harassing
• Misrepresent your identity or affiliation with any person or entity

5. Intellectual property

The Services, including software, designs, text, graphics, logos, and trademarks, are owned by RWA or our licensors and are protected by U.S. and international intellectual property laws. Except for a limited, non-exclusive, non-transferable right to access and use the Services as permitted by these Terms and any separate agreement, no rights are granted to you. You may not copy, modify, distribute, sell, or reverse engineer any part of the Services except as allowed by law or written agreement with us.

Feedback you provide may be used by us without obligation to you. Content or materials you submit through forms or portals remain yours (or your licensors'), and you grant us a license to use them as needed to provide and improve the Services and to fulfill our agreements with you.

6. Third-party services

The Services may link to or integrate with third-party products (for example, identity providers, cloud hosts, or payment processors). Those services are governed by their own terms and privacy policies. We are not responsible for third-party services we do not control.

7. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY OREGON AND OTHER APPLICABLE LAW, RWA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RWA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN THOSE CASES, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

9. Indemnification

You agree to defend, indemnify, and hold harmless RWA and its officers, directors, employees, and agents from and against claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services, your content, or your violation of these Terms or applicable law.

10. Suspension and termination

We may suspend or terminate access to the Services at any time if we reasonably believe you have violated these Terms, create risk or legal exposure for us or others, or if we discontinue the Services. You may stop using the Services at any time. Provisions that by their nature should survive (including intellectual property, disclaimers, limitations of liability, indemnification, and governing law) will survive termination.

11. Governing law and venue (Oregon)

These Terms are governed by the laws of the State of Oregon, without regard to its conflict-of-laws rules, and applicable U.S. federal law. Except where prohibited by law, you agree that exclusive venue for any dispute arising out of or relating to these Terms or the Services will be in the state or federal courts located in Oregon (including those sitting in Jackson County or such other Oregon venue as we designate), and you consent to personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12. Changes to these Terms

We may update these Terms from time to time. We will post the revised Terms on this page and update the "Last updated" date. Material changes may also be communicated by notice on the Services or by other reasonable means. Continued use after the effective date of changes constitutes acceptance of the updated Terms.

13. General

These Terms, together with our Privacy Policy and any applicable written agreements, are the entire agreement between you and us regarding the Services (except as noted for separate client contracts). If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Headings are for convenience only.