IT Assessment Terms

These IT Assessment Terms (the “Terms”) apply to every IT Assessment, AI Readiness Assessment or similar review (an “Assessment”) that ZARS Solutions LLC (“ZARS”, “we”, “us”) provides. In these Terms, “you” means the person who requests an Assessment and the organization that person represents. You accept these Terms on behalf of yourself and that organization when you submit an Assessment request, schedule an Assessment or take part in one. If you do not have authority to bind your organization, do not request an Assessment.

1. What an Assessment is

An Assessment is a limited, point-in-time review of your technology based on conversations, the information you provide and any access you choose to grant. Its purpose is to give you general observations and recommendations. Any fees for an Assessment will be agreed with you in writing before work begins. Requesting or taking part in an Assessment does not oblige you to buy any services. ZARS decides the format, depth and timing of each Assessment. ZARS may decline, pause or stop an Assessment at any time, for any reason.

2. What an Assessment is not

An Assessment does not create a managed services, support, monitoring or consulting engagement, and ZARS takes on no ongoing responsibility for your systems. Unless a separate signed agreement says so, an Assessment is not:

• a penetration test, vulnerability scan, forensic investigation or incident response;
• an audit, certification or attestation of compliance with any law, regulation, standard or framework (including HIPAA, PCI DSS, SOC 2, NIST, CMMC or state privacy laws);
• legal, regulatory, tax, accounting, insurance or financial advice.

You should consult qualified professionals in those areas.

3. Your responsibilities and authorization

You represent and agree that:

• you own or have the legal right to control every system, account, device, network and piece of data you ask ZARS to review, and you have every consent needed from employees, customers, vendors, landlords and other third parties;
• the information you give ZARS is accurate and complete to the best of your knowledge;
• you keep current, tested backups of your data, and you stay responsible for your systems, data, security and business decisions at all times;
• you will not share regulated or highly sensitive data with ZARS during an Assessment unless ZARS asks for it in writing. This includes protected health information, payment card data, Social Security numbers and similar personal data. ZARS does not sign a business associate agreement or other data-processing agreement for an Assessment unless a separate written agreement says so.

ZARS will access a system only with your explicit permission and only within the scope you approve. Access is read-only where practical. Do not send passwords by email or through the website form. If access is needed, ZARS will tell you a secure method, and you should change or remove that access when the Assessment ends.

4. Findings and recommendations

Findings reflect the information available to ZARS at the time of the Assessment. Technology, threats and your environment change, so findings may become outdated quickly. An Assessment is not designed to find every weakness, risk, misconfiguration or vulnerability, and ZARS does not guarantee that it will. You alone decide whether and how to act on any recommendation, and you are responsible for the results of those decisions, including any changes you or your other providers make.

5. No warranties

Assessments, findings, reports and recommendations are provided “as is” and “as available”. To the fullest extent permitted by law, ZARS disclaims all warranties, express or implied. This includes warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement and any warranty that an Assessment will prevent a security incident, data loss, downtime or regulatory penalty.

6. Limitation of liability

The protections in this section and in sections 5, 7 and 12 apply to ZARS and to its members, managers, officers, employees, contractors, agents, partners, affiliates, successors and assigns (together, the “ZARS Parties”). Each of them may enforce these Terms.

To the fullest extent permitted by law:

1. No ZARS Party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages. No ZARS Party is liable for lost profits, revenue, business, goodwill or data, business interruption, security incidents, or the cost of substitute services. These exclusions apply however the damages arise, even if a ZARS Party was told they were possible.
2. The total combined liability of all ZARS Parties for all claims relating to an Assessment or these Terms will not exceed one hundred U.S. dollars (US$100).
3. No individual member, manager, employee or contractor of ZARS has any personal liability to you. You agree to bring any claim only against ZARS Solutions LLC.

These limits apply to every legal theory, including contract, tort, negligence, strict liability and statute. They do not limit liability that cannot legally be limited, such as liability for fraud or willful misconduct.

7. Indemnification

You will defend, indemnify and hold harmless the ZARS Parties from any third-party claim, demand, loss, penalty, cost or expense, including reasonable attorneys’ fees, that arises from:

• your breach of these Terms, including any lack of authority or consent described in section 3;
• data or materials you provide;
• your systems, or any security incident affecting them;
• any action you or your other providers take, or fail to take, based on an Assessment.

8. Confidentiality

ZARS will use reasonable care to keep non-public information you share during an Assessment confidential. ZARS will use it only to perform the Assessment and to discuss possible services with you, and will handle personal information as described in its Privacy Policy. ZARS may disclose information when the law requires it, to its own professional advisers under a duty of confidentiality, or to protect its rights. You will keep ZARS’s non-public methods, pricing, templates and proposals confidential.

9. Ownership and use of materials

ZARS keeps all rights in its methods, checklists, templates, tools, know-how and general knowledge, including any skills it uses or develops during an Assessment. ZARS gives you a non-exclusive, non-transferable right to use any report it delivers to you for your organization’s internal purposes. You keep all rights in your own data.

10. Third-party products and services

Recommendations may mention products or services from other companies. ZARS does not control those companies and is not responsible for their products, services, security, pricing, availability or terms. Your use of them is governed by your agreements with them.

11. Non-solicitation

During an Assessment and for twelve (12) months after it ends, you will not directly solicit for employment any ZARS employee or contractor you worked with during the Assessment. This does not apply to general job advertisements that are not targeted at ZARS personnel.

12. Time limit for claims

To the extent permitted by law, any claim relating to an Assessment or these Terms must be filed within one (1) year after the claim arose, or it is permanently barred.

13. Governing law and disputes

The laws of the State of New Jersey govern these Terms, without regard to conflict-of-law rules. Before filing any claim, the parties will try in good faith to resolve the dispute through direct discussion for at least thirty (30) days. Any lawsuit must be brought only in the state or federal courts located in New Jersey, and both parties consent to the jurisdiction of those courts.

14. General

ZARS and you are independent parties. Neither is the agent, partner or fiduciary of the other. ZARS is not responsible for delays or failures caused by events beyond its reasonable control. If any part of these Terms is found unenforceable, it will be enforced to the maximum extent permitted, and the rest remains in effect. ZARS’s failure to enforce a provision is not a waiver.

These Terms, together with the website Terms of Use and Privacy Policy, are the entire agreement about an Assessment. Only a separate written agreement signed by ZARS can change them for a particular engagement. If you later sign a services agreement, that agreement governs those services. ZARS may update these Terms by posting a new version, and the version in effect when an Assessment starts applies to it. Sections 3 through 14 survive the end of an Assessment.

15. Contact

ZARS Solutions LLC · info@zarssolutions.com · 908-824-6006