Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using our website and services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. These Terms constitute a legally binding agreement between you and EJNMJ, LLC.

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website. Your continued use of our services after any modifications constitutes your acceptance of the updated Terms.

2. Eligibility

To use our services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using our services under applicable laws
• Provide accurate and complete information when requested
• Comply with all applicable laws and regulations

If you are using our services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

3. Services Description

Eclipse Journey provides professional computer systems design and related services, including but not limited to:

• Computer systems design and architecture
• Computer integrated systems solutions
• Technical consulting services
• Management and scientific consulting
• System implementation and integration
• Support and maintenance services
• Custom software development
• IT infrastructure planning and management

The specific scope, deliverables, timelines, and pricing for services will be outlined in separate service agreements, statements of work, or proposals.

4. User Accounts

4.1 Account Creation

Some features of our services may require you to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities under your account

4.2 Account Termination

We reserve the right to suspend or terminate your account at any time, with or without notice, for any reason, including but not limited to:

• Violation of these Terms
• Fraudulent or illegal activities
• Providing false or misleading information
• Failure to pay for services
• Inactivity for an extended period

5. Service Agreements and Contracts

5.1 Engagement Process

Professional services are provided pursuant to written agreements, which may include:

• Master Service Agreements (MSA)
• Statements of Work (SOW)
• Project proposals and quotes
• Service level agreements (SLA)
• Non-disclosure agreements (NDA)

5.2 Scope of Work

Each engagement will clearly define:

• Project objectives and deliverables
• Timelines and milestones
• Pricing and payment terms
• Responsibilities of both parties
• Acceptance criteria
• Change management procedures

5.3 Client Responsibilities

Clients agree to:

• Provide timely access to necessary information, systems, and personnel
• Respond promptly to requests for feedback and approvals
• Designate authorized representatives for decision-making
• Maintain appropriate backups of data and systems
• Comply with all applicable laws and regulations

6. Fees and Payment

6.1 Pricing

Fees for services will be specified in the applicable service agreement or proposal. Pricing may be based on:

• Fixed project fees
• Time and materials (hourly or daily rates)
• Retainer arrangements
• Subscription or recurring fees
• Performance-based pricing

6.2 Payment Terms

Unless otherwise specified:

• Invoices are due within 30 days of the invoice date
• Payment methods include wire transfer, check, or credit card
• Late payments may incur interest charges at the rate of 1.5% per month or the maximum allowed by law
• We reserve the right to suspend services for non-payment

6.3 Expenses

Client agrees to reimburse reasonable, pre-approved expenses incurred in connection with services, including travel, accommodation, and third-party costs.

6.4 Taxes

Fees are exclusive of all applicable taxes, duties, and levies. Client is responsible for all taxes except those based on our net income.

7. Intellectual Property Rights

7.1 Our Intellectual Property

All content, materials, software, tools, methodologies, and intellectual property provided by us remain our exclusive property, including:

• Website content, design, and functionality
• Proprietary software and tools
• Methodologies and processes
• Templates and frameworks
• Trademarks, logos, and branding

7.2 Client Intellectual Property

Client retains all rights to their pre-existing intellectual property, data, and confidential information provided to us.

7.3 Work Product

Ownership of deliverables and work product will be specified in the applicable service agreement. Typically:

• Custom-developed solutions become client property upon full payment
• Pre-existing tools and methodologies remain our property
• We may retain the right to use generalized knowledge and experience

7.4 License Grant

Upon full payment, we grant client a non-exclusive, non-transferable license to use deliverables for their internal business purposes, subject to any restrictions in the service agreement.

8. Confidentiality

Both parties agree to maintain the confidentiality of proprietary and confidential information disclosed during the course of the engagement, including:

• Business strategies and plans
• Technical information and specifications
• Financial information
• Customer and employee data
• Trade secrets and proprietary methods

Confidential information shall not be disclosed to third parties without prior written consent, except as required by law or to service providers bound by similar confidentiality obligations.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the necessary skills and expertise to provide the services
• Services will comply with specifications in the service agreement
• We will use commercially reasonable efforts to meet project timelines

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN A SERVICE AGREEMENT, OUR SERVICES AND WEBSITE 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
• NON-INFRINGEMENT
• UNINTERRUPTED OR ERROR-FREE OPERATION
• ACCURACY OR COMPLETENESS OF CONTENT

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

10.1 Exclusion of Damages

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits or revenue
• Loss of data or information
• Business interruption
• Loss of business opportunities
• Cost of substitute services

10.2 Cap on Liability

OUR TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR ANY SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 Exceptions

The limitations in this section do not apply to:

• Gross negligence or willful misconduct
• Breach of confidentiality obligations
• Infringement of intellectual property rights
• Liabilities that cannot be limited under applicable law

11. Indemnification

Client agrees to indemnify, defend, and hold harmless EJNMJ, LLC, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising from:

• Client's use of our services
• Client's violation of these Terms
• Client's violation of any rights of third parties
• Client's negligence or willful misconduct
• Content or data provided by client

12. Term and Termination

12.1 Term

These Terms remain in effect while you use our website or services. Service agreements will specify their own term and renewal provisions.

12.2 Termination for Convenience

Either party may terminate a service agreement for convenience with written notice as specified in the agreement, typically 30 days.

12.3 Termination for Cause

Either party may terminate immediately for material breach if the breach is not cured within 15 days of written notice.

12.4 Effect of Termination

Upon termination:

• Client shall pay for all services performed through the termination date
• We will deliver completed work product upon receipt of payment
• Each party will return or destroy confidential information
• Provisions that by their nature should survive will continue in effect

13. Acceptable Use Policy

You agree not to:

• Use our services for any illegal or unauthorized purpose
• Violate any applicable laws, regulations, or third-party rights
• Transmit viruses, malware, or harmful code
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt our services or servers
• Impersonate any person or entity
• Collect or harvest information about other users
• Use automated systems to access our website without permission
• Reverse engineer or attempt to extract source code

14. Data Protection and Privacy

Our collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our services, you consent to our data practices as described in the Privacy Policy.

15. Third-Party Services and Links

Our services may integrate with or link to third-party services, websites, or applications. We are not responsible for:

• The availability, accuracy, or content of third-party services
• Third-party privacy practices or terms of service
• Any damages or losses caused by third-party services

Your use of third-party services is at your own risk and subject to their terms and conditions.

16. Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond their reasonable control, including:

• Natural disasters, acts of God
• War, terrorism, civil unrest
• Government actions or regulations
• Pandemics or epidemics
• Utility failures, internet outages
• Labor disputes or strikes

17. Dispute Resolution

17.1 Informal Resolution

In the event of any dispute, the parties agree to first attempt to resolve the matter through good faith negotiations.

17.2 Mediation

If informal resolution fails, the parties agree to participate in mediation before pursuing litigation or arbitration.

17.3 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to conflict of law principles.

17.4 Jurisdiction and Venue

Any legal action arising from these Terms shall be brought exclusively in the state or federal courts located in Orange County, California. Both parties consent to the personal jurisdiction of these courts.

18. General Provisions

18.1 Entire Agreement

These Terms, together with any service agreements and our Privacy Policy, constitute the entire agreement between you and EJNMJ, LLC regarding the subject matter herein.

18.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction.

18.5 Notices

All notices under these Terms shall be in writing and sent to:

18.6 Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

18.7 Survival

Provisions that by their nature should survive termination shall survive, including but not limited to intellectual property rights, confidentiality, warranties, limitations of liability, and dispute resolution.

19. Contact Information

For questions about these Terms of Service, please contact us:

20. Acknowledgment

BY USING OUR WEBSITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.