Terms and Conditions
The following General Terms and Conditions (“GTC”) shall form a part of every contract or proposal (“Proposal”) submitted to each and every potential customer (“Client”) by J2 Technology Solutions, LLC (“J2”). In the event of a conflict between the terms of any Proposal and the terms of these GTC, the terms of the Proposal shall control.
- Relationship. Client and J2 agree that J2 shall be solely an independent contractor, and J2 shall have no agency, joint venture, or other fiduciary capacity to Client.
- Terms of Support. If set forth in the Proposal, will provide phone and remote support throughout the period specified in the Proposal. Non-emergency, general support is available from 9am to 5pm Monday through Friday. If phone support extends beyond those hours, it will be billed at increased rates as set forth in the Proposal. Software related support is provided via remote desktop software. Support is tracked in 10 minute intervals and each individual support requests uses a minimum of one 10-minute support block. If a technician is not available at the time of your call, we will make a reasonable effort to return your call within two hours during the time periods outlined herein. Remote support can be used for computer-related troubleshooting, training, software updates, software installation, software configuration, and website content updates to existing website pages. Onsite support may be required for extreme software issues, hardware-related issues, networking setups/modifications, new hardware installations, internet-related issues, issues that cannot be resolved via remote support in a timely manner, or if an active internet connection is unavailable during phone support. Onsite time is billed at the hourly onsite rate set forth in the Proposal.
- Testing. J2 shall test any web pages or content developed on the then-current desktop and mobile versions of the following browsers: Microsoft Internet Explorer 9.0+, Mozilla Firefox, Google Chrome, and Apple Safari. No other browsers will be tested, except as may be set forth in the Proposal.
- Client Content, Indemnification. Client expressly warrants that Client has the unfettered right to utilize all web content (including, copy, existing code, photographs, PDFs, logos, design elements, fonts, or any other intellectual property utilized and provided by Client to J2 for hosting on its servers) provided to Client and utilized by J2 in hosting on its servers. Each of J2 and Client agrees to indemnify and hold the other harmless against any claim of copyright infringement, patent infringement, or any or other claims asserted by any third-parties relating to any intellectual property provided, respectively, by J2 or Client.
- Forbidden Content. J2 does not allow any of the following content (“Forbidden Content”) to be stored on any server hosted by J2, nor does J2 permit use or transmission of any of the following by Client through portals or provisions serviced by J2:
- Illegal Material - Including copyrighted works, commercial audio, video, or music files, virus/Trojan software, pirated software, or materials relating to phreaking, cracking, hacking, spoofing, phishing, doxing, or other similar practices.
- Any material in violation of any Federal, State or Local law, ordinance, or regulation.
- Any material which would be offensive, pornographic, portrays children in a sexual context, or which would expose J2 to any liability to any party.
- Any materials, links, or other materials pertaining to terrorism, foreign espionage, or related enemy actions.
- Any materials which infringes on any patent, software license, contractual restriction, restraining order or other legal restrictions on use.
- Any information which is defamatory or trade libelous.
- Any materials whatsoever which are engineered to interfere with J2’s systems, services, or data, including viruses, malware, trojians or other programming defects intended to damage J2’s systems or data, regardless of origin.
- Any otherwise Forbidden Content which is kept in an encrypted or otherwise archived form.
- Any links or information includes any sites providing links to, indexes of, or “how to” information about Forbidden Content.
- Obligations of Client. J2 will require substantial input from Client regarding all aspects of the work to be performed by J2, and Client must provide information and provide review and approvals during the course of J2’s performance of their work. Client, for itself and on behalf of each of Client’s agents, employees, successors, assigns, contractors or affiliates, hereby agrees to promptly respond to all inquiries and to provide all information requested by any J2. Client agrees to promptly comply with all reasonable requests for information and to respond to all requests for Client input, so as not to delay the prosecution of the work by J2. Under no circumstances shall any J2 be responsible for any damages or delays arising as a result of the actions of Client or any agent, employee, successor, assign, contractor or other affiliate of Client, or any of Client or any agent, employee, successor, assign, contractor or other affiliate of Client failing to provide information as requested by J2, and such delays in providing information may cause increased costs. All such extra work incurred as a result of Client’s failure to timely provide information shall be the responsibility of the Client, and shall be billed as additional work under the Agreement.
- Additional Work. After receipt of an order which adds to the Services, J2 may, at J2’s sole discretion, take reasonable action and expend reasonable amounts of time and money based on such order. Client agrees to pay J2 for such action and expenditure as set forth in Appendix A of this Agreement for payments related to Services. If additional work beyond the work outlined scope of Appendix A is requested by Client, this additional work must be approved by Client in writing before J2 commences work on this additional work.
- No Audit, No Obligation to Detect Fraud or Illegality. J2 is not providing legal, auditing, review, business consulting, or public accounting services to Client. As such, neither J2 nor any of J2’s agents shall have responsibility for the discovery, detection, or presence of fraud, illegality, or defalcation by Client or any of Client’s agents or employees. If, during the course of performing its work under this Agreement, J2 should discover such wrongdoing, that J2 will bring it to the attention of Client’s management; however, under no circumstances shall J2 be liable for failing to detect or disclose any such wrongdoing, fraud, illegality, or defalcation. Further, J2 is not responsible for the detection, handling, removal or disposal of, or exposure of any persons to, any hazardous materials in any form at Client’s place of business, including but not limited to: asbestos or asbestos containing products, polychlorinated biphenyls (“PCB’s”), heavy metals, or other toxic substances of any shape or form.
(a). Notices to Client should be sent to: [insert]
(b). Notices to J2 should be sent to: J2 Technology Solutions, LLC 11 N. Broadway, Pitman, NJ 08071
- Assignment. This Agreement may not be assigned by any party without the prior written consent of the other parties hereto. Except for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefits of the heirs, successors and assigns of the parties hereto.
- Payment Terms. Payment shall be made by Client to J2 in accordance with the schedule and/or quotation contained in the Proposal. Client shall pay the amounts agreed to upon receipt of invoice. Invoices are due upon receipt. Outstanding invoices which remain due after thirty (30) days shall accrue a late fee of 1.5% per month of the total outstanding balance. In the event that Client shall object to an invoice, Client must inform J2 of such objection within thirty (30) days of the Invoice, and shall pay all non-disputed sums when due, or such objections shall be waived. In the event that J2 must initiate action to collect unpaid balances, Client shall be responsible for all of J2’s actual costs of collection, including reasonable attorney’s fees.
- Right to Stop Services. In the event of an unpaid balance due to J2 from a Client, Client acknowledges that J2 may, upon five (5) day’s written notice (by fax, email, or physical delivery) to Client, terminate or suspend all services (including web hosting, email, or telephone services) to Client, and service may not be restored by J2 until all balances are brought current. If services are suspended to Client following notice of non-payment, J2 shall have no liability to Client for any such suspension of services.
- Termination. J2’s services hereunder may not be terminated or cancelled by Client short of completion of the services agreed upon in the accepted Proposal, except for J2’s failure to perform the Proposal’s specifications as required hereunder; and conversely, subject to the Client’s obligation to make full and timely payment(s) for all of J2’s services.
- Limitation of Liability. J2 is being hired to provide services to Client, and J2 is providing services, hosting, telephony, opinions, information, and suggestions to Client based upon J2’s employees’ personal knowledge, education, experience, and business judgment. Because of the wide variety of variables involved in technology consulting, and the uncertain economic or legal climates for any business, Client acknowledges that J2 is retained only to provide the services specifically outlined in the Proposal, and that J2 is providing services without any guarantee, implied or otherwise, of a particular result or of the ultimate success of any course of action or business. As such, J2 makes no warranties, whether written, oral or implied (including without limitation, any warranty of fitness for purpose or merchantability) for any services, information, or materials provided to Client, except as set forth herein. Furthermore, in no event shall J2 or any employee of J2 be liable to Client for any incidental, special or consequential damages, whether in contract, equity, or tort, whether or not the possibility of such damages has been disclosed to J2 in advance or could have been reasonably foreseen by J2. In the event that this limitation of liability is held unenforceable, then the parties agree that by reason of the difficulty in foreseeing possible damages all liability of J2 to Client shall be limited to the total amount of payments actually received by J2 from Client, as liquidated damages, and not as a penalty. Regardless of any other remedy set forth herein, in no event shall J2 be liable to Client upon any claim or for any reason whatsoever, for any amount in excess of the amount of compensation actually paid to J2 under this Proposal.
- Ownership of Documents. All code, memoranda, contracts, specifications, and other documents including those in electronic form (“Documents”), which are prepared by J2 and/or any person or entity working for J2, are Documents through which the work to be executed by the J2 is to be performed. Client shall not own or claim ownership or any copyright in any Documents prepared by or on behalf of J2, and the J2 shall be considered to be the author of those Documents, and shall retain all common law, statutory and other reserved rights in the Documents, in addition to copyrights. Client specifically agrees that the Documents developed by J2 shall not be considered “Work Made For Hire” under the Copyright Act of 1976, 17 USC §1, et seq. The Documents provided to Client are provided solely for use with respect to the particular project for which they are provided. J2’s Documents shall not be used by Client or others on other projects, or for completion of this project by others, except by agreement in writing and with the appropriate compensation to the authoring J2.
- Limitation of Liability for Web and Email Hosting. J2 shall not be responsible for any loss of business or other damages resulting from any “down-time” or other technical problems related to web hosting or remote servers, whether caused by J2, the web hosting company or by broader Internet problems beyond our control. J2 will make every effort to provide backups of your website but cannot guarantee the frequency or efficacy of the backups. Automated backups are created once every 24 hours. Client is encouraged to maintain its own backup. J2 shall have NO LIABILITY to Client for any data loss for any reason whatsoever.
- Terms of Phone Service. J2 will provide Client with IP telephony services per Proposal, including all standard calling features. J2 will also assist Client in porting phone numbers as set forth in the Proposal. Porting is contingent on Client providing most recent phone bill, a signed letter of authorization releasing all phone numbers from the current provider(s), and full cooperation of current provider(s). J2 is not responsible for porting issues related to non-cooperation of current provider(s) or Client. J2 is shall have NO LIABILITY to Client for any loss of business or other damages as a result of any downtime, nor is J2 liable to Client for any lost data or lost calls. Use of IP Telephony services by Client is subject to the same terms and restrictions as that of Web and Email Hosting.
- Change Orders. The scope of work set forth in the accompanying Proposal shall set forth the full and complete responsibilities of J2 to Client under this Agreement. Any additional work requested by Client will be provided on a time-and-materials basis, and invoiced separately, or if in excess of 10% of the total Proposal price, shall be set forth on a separate Proposal. No additional work will be performed by J2 without a written request and agreement to the scope of that work by Client.
- Miscellaneous. This GTC and the accompanying Proposal shall constitute one, single, and integrated agreement (“Agreement”), containing the entire representations of the parties hereto, and no representations or other terms external to this contract shall be binding unless in writing and accepted by the parties hereto. Any term of this Agreement which is unenforceable or otherwise illegal or invalid shall be severable, and shall not invalidate or otherwise affect the enforceability of any other provision of this Agreement. The parties hereto agree that this Agreement shall be goverened solely by the laws of the State of New Jersey, without regard to conflicts of laws. The parties further agree that the state and Federal courts situate in Gloucester County, New Jersey shall constitute the sole, exclusive, and convenient forum for the resolution of any disputes arising hereunder.