Welcome to ZJSD INV LLC. These Terms of Service ("Terms," "Agreement") govern your access to and use of the website operated by ZJSD INV LLC ("ZJSD INV," "we," "us," or "our") and the services we provide, including computer systems design, integration, and technical services.
By accessing our website, registering for services, or otherwise engaging with us, you agree to be bound by these Terms. If you do not agree to all the terms and conditions of this Agreement, you must not access the website or use our services.
These Terms constitute a legally binding agreement between you and ZJSD INV LLC. Please read them carefully before using our website or services.
"Agreement" means these Terms of Service, including any exhibits, schedules, and amendments incorporated by reference.
"Client," "You," "Your" means the individual or entity accessing our website or using our services, and any of its representatives, employees, agents, or affiliates.
"Services" means the computer systems design, integration, technical services, consulting, cloud solutions, managed IT, and any other services offered by ZJSD INV LLC as described on our website or in a separate service agreement.
"Website" means the website operated by ZJSD INV LLC, including all subdomains, pages, features, and content.
"Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or should reasonably be understood to be confidential under the circumstances.
ZJSD INV LLC provides enterprise-grade computer systems design, integration, and technical services to clients nationwide. Our services include but are not limited to:
Systems Design: Custom design and architecture of computer systems, networks, and IT infrastructure tailored to your business requirements.
Integration Services: Seamless integration of hardware, software, and network components to create cohesive and efficient technology environments.
Cloud Solutions: Cloud architecture design, migration, and management services to optimize your cloud infrastructure.
Managed IT Services: Ongoing monitoring, maintenance, and support of your IT systems to ensure optimal performance and security.
Specific service deliverables, timelines, and fees will be detailed in a separate Statement of Work (SOW) or service agreement executed by both parties. In the event of any conflict between these Terms and an SOW, the SOW shall prevail with respect to the specific services described therein.
All content, materials, designs, software code, methodologies, frameworks, documentation, and other intellectual property displayed on our website or delivered as part of our services (the "ZJSD INV Materials") are owned by or licensed to ZJSD INV LLC and are protected by applicable intellectual property laws, including but not limited to copyright, trademark, and trade secret laws.
The ZJSD INV name, logo, and all related names, product and service names, designs, and slogans are trademarks of ZJSD INV LLC. You may not use such marks without our prior written permission.
Subject to your compliance with these Terms and payment of all applicable fees, we grant you a non-exclusive, non-transferable, limited license to use the ZJSD INV Materials solely for the purpose of receiving the Services during the term of our Agreement.
You retain all rights, title, and interest in and to any data, information, software, or materials you provide to us (the "Client Materials"). You grant us a non-exclusive, royalty-free license to use, reproduce, and modify the Client Materials as necessary to perform the Services under this Agreement.
You represent and warrant that you own or have obtained all necessary rights, licenses, and permissions to the Client Materials and that the Client Materials do not infringe upon or violate any third-party intellectual property rights.
Unless otherwise agreed in writing, all work product, deliverables, software code, designs, documentation, and other materials created by ZJSD INV specifically for you under a paid engagement ("Work Product") shall be owned by you upon full payment of all fees due. ZJSD INV retains a perpetual, royalty-free license to use any general methodologies, techniques, skills, and knowledge gained during the performance of services.
Fees: All fees for services shall be as set forth in the applicable SOW or service agreement. Unless otherwise specified, all fees are quoted in United States Dollars (USD) and are exclusive of any taxes, duties, or similar governmental assessments.
Invoicing and Payment: Fees shall be invoiced in accordance with the payment schedule specified in the applicable SOW. Invoices are due and payable within thirty (30) days of the invoice date unless otherwise agreed. Late payments shall accrue interest at the rate of 1.5% per month or the highest rate permitted by law, whichever is less.
Taxes: You are responsible for all taxes, duties, and other governmental charges related to your use of our services, excluding taxes based solely on our net income. We will invoice you for any applicable taxes unless you provide a valid tax exemption certificate.
Expenses: You agree to reimburse us for all reasonable pre-approved out-of-pocket expenses incurred in the performance of services, including but not limited to travel, lodging, and materials.
Each party (the "Receiving Party") agrees to maintain the confidentiality of the other party's (the "Disclosing Party") Confidential Information. The Receiving Party shall: (i) use the Confidential Information solely for the purpose of performing obligations under this Agreement; (ii) protect the Confidential Information using the same degree of care used to protect its own confidential information, but no less than reasonable care; and (iii) limit access to Confidential Information to those employees, contractors, and agents who need to know such information for the purpose of this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein.
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 rightfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.
Upon termination of this Agreement or upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.
This confidentiality obligation shall survive termination of this Agreement for a period of five (5) years, or indefinitely with respect to trade secrets.
Our Warranties: ZJSD INV warrants that: (i) services will be performed in a professional and workmanlike manner consistent with industry standards; (ii) we have the necessary skills, expertise, and resources to perform the services; and (iii) services will conform to the specifications set forth in the applicable SOW. Our sole obligation and your exclusive remedy for breach of this warranty shall be, at our option, to re-perform the non-conforming services or provide a refund of the fees paid for such services.
Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, OUR WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF 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, OR THAT ANY DATA WILL BE SECURE OR NOT LOST.
No Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Liability Cap: EACH PARTY'S TOTAL LIABILITY TO THE OTHER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO US UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Exceptions: The limitations in this section shall not apply to: (i) either party's indemnification obligations; (ii) either party's breach of confidentiality obligations; (iii) either party's infringement of the other's intellectual property rights; or (iv) liability that cannot be limited or excluded under applicable law.
Our Indemnification: ZJSD INV agrees to defend, indemnify, and hold you harmless from and against any third-party claim, demand, action, or liability arising out of or based on: (i) our breach of this Agreement; (ii) our gross negligence or willful misconduct; or (iii) a claim that our services infringe upon any intellectual property rights of a third party, provided that you promptly notify us in writing of the claim and give us sole control over the defense and settlement of such claim.
Your Indemnification: You agree to defend, indemnify, and hold ZJSD INV harmless from and against any third-party claim, demand, action, or liability arising out of or based on: (i) your breach of this Agreement; (ii) your gross negligence or willful misconduct; (iii) your violation of applicable law; (iv) your infringement of any third-party intellectual property rights; or (v) any claim arising from your Client Materials.
Term: This Agreement shall commence on the date you first access our website or accept these Terms, and shall continue until terminated as provided herein.
Termination for Convenience: Either party may terminate this Agreement or any SOW upon thirty (30) days' written notice to the other party.
Termination for Cause: Either party may terminate this Agreement or any SOW immediately upon written notice if: (i) the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof; or (ii) the other party becomes insolvent, files for bankruptcy, or ceases operation.
Effect of Termination: Upon termination, you shall pay all fees and expenses accrued through the effective date of termination. Sections 4 (Intellectual Property Rights), 6 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), and 14 (Governing Law) shall survive termination of this Agreement.
Governing Law: This Agreement and all matters arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice or conflict of law provisions. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Jurisdiction: Any legal action, suit, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state or federal courts located in Cuyahoga County, Ohio, and each party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.
Dispute Resolution: Before initiating any legal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiations. If negotiations fail, the parties agree to submit the dispute to mediation administered by a mutually agreed mediator in Cleveland, Ohio, before resorting to litigation.
When accessing our website or using our services, you agree to comply with the following rules of conduct:
Lawful Use: You shall not use our website or services for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation.
Prohibited Activities: You shall not: (i) attempt to gain unauthorized access to our systems or networks; (ii) introduce viruses, worms, malware, or other harmful code; (iii) interfere with or disrupt the integrity or performance of our website or services; (iv) engage in data mining, scraping, or harvesting; (v) impersonate any person or entity; or (vi) misuse our services in any manner that could damage, disable, overburden, or impair our systems.
Account Responsibility: If you create an account with us, you are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.
Our website may contain links to third-party websites, applications, or resources that are not owned or controlled by ZJSD INV LLC. We provide these links for your convenience only and do not endorse or assume any responsibility for the content, products, services, or practices of any third-party site.
Access to any third-party website is at your own risk, and you should review the applicable terms and policies of those third parties. We shall not be liable for any damages or losses arising from your use of any third-party resources.
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) if such delay or failure is caused by events beyond the party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, governmental actions, pandemic or epidemic, labor disputes, supply chain disruptions, internet outages, or failure of third-party utilities or infrastructure.
The non-performing party shall promptly notify the other party of the force majeure event and use reasonable efforts to mitigate its effects. If the force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected SOW without further liability.
These Terms of Service, together with any SOW, service agreements, and other documents incorporated herein by reference, constitute the entire agreement between you and ZJSD INV LLC with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, proposals, and agreements, whether oral or written.
Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.
Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to reflect the parties' original intent as closely as possible.
Assignment: You may not assign or transfer this Agreement, or any rights or obligations hereunder, without our prior written consent. We may assign this Agreement without your consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.
No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties hereto and their permitted assigns, and nothing herein shall confer any rights upon any third party.
Electronic Signature: This Agreement may be executed electronically, and electronic signatures shall be deemed original signatures for all purposes.
If you have any questions, concerns, or requests regarding these Terms of Service, please contact us using the information below:
ZJSD INV LLC
Email: support@zjsdinv.shop
Phone: +1 (267) 363-7272
Address: 4121 AVENUE T STE 204 BROOKLYN, OH 11234
We value your business and are committed to addressing any questions or concerns you may have. Thank you for choosing ZJSD INV LLC as your technology partner.