Terms & Conditions

These Terms and Conditions ("Terms") govern your access to and use of the website at www.nrztek.com (the "Site"), the NRZTek Courses learning management system and any other software applications we make available (collectively, the "Software"), and any IT consulting services (the "Services") provided by NRZTek, a division of NRZ Home Services, LLC, a Texas limited liability company ("NRZTek", "we", "our", or "us"). By using the Site, the Software, or engaging the Services, you agree to be bound by these Terms.

The NRZTek Courses learning management system (the "LMS") is also governed by the dedicated NRZTek Courses & LMS Terms of Service and by the proprietary software license described below. Where the LMS Terms of Service address a matter specific to the Courses platform, they control for that matter.

1. Engagement of Services

Specific Services will be described in a written proposal, statement of work, or master services agreement (each, an "SOW") signed by the parties. In the event of a conflict between these Terms and an SOW, the SOW controls for the matters it addresses.

2. Eligibility and Use of Site

You must be at least 18 years old and able to form a legally binding contract to use the Site or engage the Services. You agree to use the Site only for lawful purposes and in compliance with these Terms.

3. Fees and Payment

• Fees are set forth in the applicable SOW. Unless otherwise stated, invoices are due net thirty (30) days from the invoice date.
• Past due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
• Fees are exclusive of taxes, which are your responsibility (other than taxes on our net income).
• Reasonable, pre-approved travel and out-of-pocket expenses are reimbursable at cost.

4. Client Responsibilities

To deliver Services efficiently, you agree to provide timely access to personnel, systems, credentials, and information that we reasonably require, and to make decisions and approvals on a reasonable schedule. Delays caused by Client may extend timelines and impact fees.

5. Confidentiality

Each party may receive confidential information from the other. Each party agrees to use the other's confidential information only to perform the Services or evaluate the relationship, to protect it with at least the same standard of care it uses for its own confidential information (and never less than a reasonable standard), and not to disclose it to third parties except to subcontractors bound by similar obligations or as required by law.

6. Intellectual Property

• Pre-existing materials remain the property of the party that created them. Each party grants the other a limited license to use its pre-existing materials as necessary to perform the Services or to use the deliverables for their intended purpose.
• Deliverables created specifically for Client under an SOW are assigned to Client upon full payment of all fees due, except for any NRZTek tools, libraries, frameworks, or general know-how, which we retain and license to Client on a non-exclusive, perpetual basis to use the deliverables.
• Feedback you provide may be used by us without obligation.

6A. Proprietary Software License (Site, Software, and the Courses/LMS Platform)

The Site, the Software, and the NRZTek Courses learning management system, including all source code, object code, database schemas, serverless functions, user interfaces, designs, text, graphics, documentation, and all other materials that make them up (collectively, the "NRZTek Software"), are proprietary and confidential and are owned exclusively by NRZTek. The NRZTek Software is licensed, not sold.

• Ownership is retained; no transfer ever occurs. NRZTek and its licensors retain all right, title, and interest in and to the NRZTek Software and every part of it, including all copyrights, trade secrets, trademarks, patents, and other intellectual property rights. No ownership of the NRZTek Software is or will ever be transferred to you under any circumstances. All rights are reserved by NRZTek.
• Limited license to use only. Any access to or use of the NRZTek Software is granted only under a separate written license agreement with NRZTek (such as a subscription order or master software license agreement) and is a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use the NRZTek Software for your internal purposes, within the scope, term, and deployment model stated in that agreement. Absent such an agreement, no license is granted.
• Restrictions. Except to the limited extent a written license agreement or mandatory law expressly permits, you may not copy, reproduce, modify, adapt, improve, enhance, translate, or create derivative works of the NRZTek Software; sell, resell, rent, lease, sublicense, distribute, host for third parties, or otherwise commercially exploit it; reverse engineer, decompile, or disassemble it; remove or alter any proprietary or confidentiality notice; or use it to build a competing product. You have no right to modify, improve, or resell any part of the NRZTek Software.
• SaaS and on-premises deployment. The NRZTek Software is offered principally as a hosted software-as-a-service (SaaS) subscription operated by NRZTek. NRZTek may, at its sole discretion and only under a separate written on-premises deployment agreement, license a client to install and run a designated build of the NRZTek Software on the client's own servers. Any such deployment remains a limited, revocable license that conveys no ownership, prohibits modification, improvement, and resale, and is subject to confidentiality, audit, and the conditions of that agreement.
• Separation of software and your data. Content and data you add to the NRZTek Software remain yours. Course content, learner records, and other materials a client or its instructors upload ("Client Data") are and remain the property of the client; NRZTek claims no ownership of Client Data. This does not give you any ownership of the NRZTek Software, which remains the exclusive property of NRZTek regardless of the Client Data stored in or produced through it. You grant NRZTek a limited license to host and process Client Data solely to provide and support the NRZTek Software.

The full terms of this proprietary license are set out in the LICENSE file distributed with the software and, for the Courses platform specifically, in the NRZTek Courses & LMS Terms of Service.

7. Acceptable Use

You agree not to use the Site or Services to (a) violate any law or regulation, (b) infringe intellectual property or privacy rights, (c) distribute malware or interfere with the Site or Services, (d) reverse engineer or scrape the Site, or (e) misrepresent your identity or authority.

8. Third-Party Services

Services may involve third-party software, hardware, cloud services, or APIs. Use of those third-party items is governed by the applicable third-party terms. We are not responsible for the performance, availability, or terms of third parties.

9. Warranties and Disclaimers

We will perform the Services in a professional and workmanlike manner. To the maximum extent permitted by law, the Site and Services are otherwise provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted operation.

10. Limitation of Liability

To the maximum extent permitted by law, in no event will either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility. Each party's total cumulative liability arising out of or related to these Terms or any SOW will not exceed the fees paid or payable by Client to NRZTek for the Services giving rise to the claim during the twelve (12) months preceding the event. These limitations do not apply to (a) breach of confidentiality, (b) a party's indemnification obligations, or (c) Client's payment obligations.

11. Indemnification

Each party will defend, indemnify, and hold the other harmless from third-party claims arising from its breach of these Terms, its negligence or willful misconduct, or its infringement of third-party intellectual property rights, subject to prompt notice and reasonable cooperation by the other party.

12. Term and Termination

These Terms apply for as long as you use the Site or any Services are active. Either party may terminate an SOW for material breach if the breach is not cured within thirty (30) days of written notice. Upon termination, you will pay for Services performed through the effective date of termination, and sections that by their nature should survive (including confidentiality, intellectual property, payment obligations, disclaimers, limitations of liability, and dispute resolution) will survive.

13. Governing Law and Disputes

These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws rules. The parties agree that the exclusive venue for any dispute arising under these Terms or any SOW will be the state and federal courts located in Bandera County, Texas, and each party consents to personal jurisdiction in those courts.

14. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including but not limited to, inclement weather, war, terrorism, civil unrest, labor disputes, internet or utility failures, government action, or pandemics.

15. Independent Contractor

NRZTek is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

16. Notices

Notices to NRZTek must be sent to the address below. Notices to Client may be sent to the contact information on file. Email to admin@nrztek.com is acceptable for routine matters.

17. Changes to These Terms

We may update these Terms from time to time. The updated version will be indicated by a revised "Effective date". Continued use of the Site or Services after changes constitutes acceptance of the updated Terms.

18. Entire Agreement

These Terms, together with any applicable SOW, the LICENSE governing the NRZTek Software, the NRZTek Courses & LMS Terms of Service, and our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements and understandings.

19. Contact

NRZTek (a division of NRZ Home Services, LLC)
175 Alabama Ave.
Lakehills, TX 78063
Email: admin@nrztek.com
Phone: 512-537-4351