Terms of Service

1 Introduction and Acceptance of Terms

NAEJ PROPERTIES LLC provides computer systems design, professional technical services, and computer integrated systems design to clients throughout the United States and internationally. These Terms of Service govern all interactions between NAEJ PROPERTIES LLC — referred to herein as the Company, we, us, or our — and any individual or entity — referred to herein as you, your, client, or user — who accesses our website, communicates with our representatives, or engages our professional services.

By accessing any page on https://www.naejproperties.lol, submitting a contact form, requesting a consultation, signing a statement of work, or otherwise engaging with NAEJ PROPERTIES LLC, you expressly acknowledge that you have read these Terms, understand them, and agree to be legally bound by them without limitation or qualification. These Terms apply to all visitors, users, clients, and any other persons who access or use our services.

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have full legal authority to bind that entity to these Terms. In such cases, references to you or your shall refer to both the individual accepting these Terms and the entity on whose behalf they are acting.

2 Definitions and Interpretation

For the purposes of these Terms, the following definitions apply. Capitalized terms not defined in this section shall have the meanings ascribed to them elsewhere in this Agreement.

• Agreement means these Terms of Service together with any additional terms, statements of work, service level agreements, or project proposals executed between the parties.
• Company means NAEJ PROPERTIES LLC, a limited liability company with its principal office at 3961 W 2200 S, Ogden, UT 84401-9818, United States, and its affiliates, officers, directors, employees, agents, and subcontractors.
• Client means any individual or entity that accesses the website or engages the services of NAEJ PROPERTIES LLC.
• Services means all computer systems design, professional technical services, computer integrated systems design, consulting, software development, systems architecture, infrastructure design, digital transformation, and any other services provided by NAEJ PROPERTIES LLC.
• Deliverables means any work product, reports, code, documentation, designs, architectures, configurations, specifications, or other outputs produced by NAEJ PROPERTIES LLC in the course of providing Services.
• 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 that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• Personal Data means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.

In these Terms, the singular includes the plural and vice versa, and words importing one gender include all genders. Headings are for convenience only and do not affect interpretation. Any reference to a statute, regulation, or legal provision includes any amendments, re-enactments, or replacements thereof.

3 Eligibility, Authority, and Registration

To access and use the website or engage the Services of NAEJ PROPERTIES LLC, you must be at least 18 years of age and possess the legal capacity to enter into binding contracts. By accepting these Terms, you represent and warrant that you meet all eligibility requirements. If you are entering into this Agreement on behalf of a business entity, you further warrant that you have the requisite authority to bind that entity.

Some areas of our website or specific services may require you to provide information such as your name, email address, company name, project details, and other relevant data. You agree to provide accurate, current, and complete information and to update it promptly if any changes occur. NAEJ PROPERTIES LLC reserves the right to suspend or terminate your access if any information you provide is found to be inaccurate, misleading, or fraudulent.

NAEJ PROPERTIES LLC provides services exclusively to businesses and professional organizations — we do not offer consumer services within the meaning of applicable consumer protection legislation. By engaging our services, you acknowledge that you are acting in a business or professional capacity and not as a consumer.

4 Scope of Services

NAEJ PROPERTIES LLC specializes in computer systems design, professional scientific and technical services, and computer integrated systems design within the Professional, Scientific, and Technical Services industry sector. Our service offerings encompass but are not limited to the following areas:

• Enterprise systems architecture design and engineering
• Distributed systems and microservices architecture planning
• Cloud infrastructure design, migration, and optimization
• Software engineering and custom application development
• Systems integration and legacy modernization services
• Technical consulting, feasibility studies, and due diligence assessments
• Digital transformation strategy and implementation roadmaps
• Performance engineering, scalability planning, and capacity analysis
• IT infrastructure design and operational excellence frameworks
• API and middleware architecture design

The specific scope, deliverables, timeline, and fees for any engagement shall be detailed in a separate statement of work, project proposal, or service agreement. In the event of any inconsistency between these general Terms and an executed statement of work, the statement of work shall prevail with respect to the specific engagement.

5 Intellectual Property Rights

Company Intellectual Property: NAEJ PROPERTIES LLC retains all right, title, and interest in and to any pre-existing intellectual property, methodologies, frameworks, tools, libraries, code, know-how, processes, and techniques that it owns or develops independently of a client engagement (Company IP). Nothing in these Terms or any statement of work transfers ownership of Company IP to the client.

Client Intellectual Property: The client retains all right, title, and interest in any pre-existing intellectual property, data, content, systems, or materials that the client provides to NAEJ PROPERTIES LLC for purposes of performing the Services (Client IP).

Deliverables: Unless otherwise agreed in a written statement of work, upon full payment of all fees due, NAEJ PROPERTIES LLC assigns to the client all right, title, and interest in the final Deliverables specifically created for that client. However, NAEJ PROPERTIES LLC retains a perpetual, irrevocable, royalty-free license to use any underlying methodologies, generic code components, frameworks, techniques, and know-how developed or refined during the engagement for other clients and purposes.

Website Content: All content available on https://www.naejproperties.lol, including text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the compilation thereof, is the exclusive property of NAEJ PROPERTIES LLC and is protected by United States and international intellectual property laws. You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any website content without our prior written consent.

6 Client Obligations and Responsibilities

To enable NAEJ PROPERTIES LLC to deliver Services effectively and professionally, you agree to the following obligations:

• Provide timely, accurate, and complete information, data, materials, and access credentials reasonably required for the performance of Services.
• Designate a qualified point of contact with sufficient authority to make decisions, provide approvals, and communicate project requirements on behalf of your organization.
• Review and respond to requests for feedback, approvals, and information within the timeframes specified in the applicable statement of work to prevent project delays.
• Ensure that any third-party systems, infrastructure, or personnel that NAEJ PROPERTIES LLC requires access to are made available and properly configured for our use.
• Comply with all applicable laws, regulations, and industry standards in connection with your use of our Services and your own business operations.
• Not use our Services for any unlawful purpose, to transmit malware or malicious code, to engage in any activity that disrupts or interferes with our systems, or to violate the rights of any third party.
• Maintain appropriate backups of your own data, systems, and configurations, as NAEJ PROPERTIES LLC is not responsible for data loss except as expressly provided in a written agreement.

Failure to fulfill these obligations may result in project delays, additional fees, or suspension of Services. NAEJ PROPERTIES LLC shall not be liable for any delays or deficiencies caused by the clients failure to meet these obligations.

7 Payment Terms, Billing, and Taxes

Fees: The fees for Services shall be as set forth in the applicable statement of work, project proposal, or service agreement. Unless otherwise specified, all fees are quoted and payable in United States Dollars (USD). NAEJ PROPERTIES LLC reserves the right to modify its standard rates and fee schedules upon 30 days written notice; however, such modifications shall not affect any existing, signed statements of work.

Invoicing and Payment: Unless alternative payment terms are specified in the applicable statement of work, invoices are payable within 30 days from the invoice date. NAEJ PROPERTIES LLC may require an advance deposit or retainer before commencing work, particularly for first-time clients or projects exceeding a specified value threshold.

Late Payments: Any amount not paid by the due date shall accrue interest at the lesser of 1.5 percent per month or the maximum rate permitted by applicable law, calculated from the due date until the date payment is received in full. The client shall also reimburse NAEJ PROPERTIES LLC for any reasonable costs incurred in collecting overdue amounts, including legal fees.

Taxes: All fees are exclusive of applicable federal, state, local, or foreign taxes, duties, levies, and assessments, including sales tax, value-added tax (VAT), goods and services tax (GST), and withholding tax. The client is responsible for payment of all such taxes, except for taxes based on NAEJ PROPERTIES LLCs net income. If NAEJ PROPERTIES LLC is required to pay any taxes on the clients behalf, the client shall promptly reimburse such amounts.

8 Confidentiality and Non-Disclosure

Each party (the Receiving Party) shall hold in strict confidence all Confidential Information disclosed by the other party (the Disclosing Party) and shall not use, reproduce, distribute, or disclose such Confidential Information to any third party without the Disclosing Partys prior written consent, except as necessary to perform obligations under these Terms or a statement of work.

The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care. The Receiving Party may disclose Confidential Information to its employees, contractors, and agents who have a legitimate need to know such information and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully in the Receiving Partys possession prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt notice to allow the Disclosing Party to seek a protective order.

The confidentiality obligations set forth in this section shall survive termination of these Terms and any statements of work for a period of 3 years, or indefinitely with respect to trade secrets.

9 Limitation of Liability

Disclaimer of Certain Damages: To the fullest extent permitted by applicable law, NAEJ PROPERTIES LLC shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, data, goodwill, business interruption, cost of procurement of substitute services, or any other commercial damages or losses, arising out of or in connection with these Terms or the provision of Services, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if NAEJ PROPERTIES LLC has been advised of the possibility of such damages.

Liability Cap: The aggregate liability of NAEJ PROPERTIES LLC for any and all claims arising out of or relating to these Terms or the Services shall not exceed the total fees paid by the client to NAEJ PROPERTIES LLC during the 12-month period immediately preceding the event giving rise to the claim. In the absence of any fees paid, NAEJ PROPERTIES LLCs liability shall be capped at one hundred United States Dollars ($100.00 USD).

Exceptions: The limitations and exclusions in this section shall not apply to liability for death or personal injury caused by gross negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

Acknowledgment: You acknowledge that the fees charged by NAEJ PROPERTIES LLC reflect the allocation of risk set forth in these Terms and that NAEJ PROPERTIES LLC would not enter into this Agreement without these limitations on its liability. These limitations are fundamental elements of the basis of the bargain between the parties.

10 Indemnification

You agree to indemnify, defend, and hold harmless NAEJ PROPERTIES LLC, its affiliates, and their respective officers, directors, employees, agents, subcontractors, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses — including reasonable attorneys fees and court costs — arising out of or relating to:

• Your breach of any provision of these Terms, including any representation, warranty, or covenant made herein.
• Your use of the Services in a manner not authorized by these Terms or the applicable statement of work.
• Your violation of any applicable law, regulation, or the rights of any third party, including intellectual property rights, privacy rights, or contractual rights.
• Any content, data, or materials that you provide, upload, transmit, or otherwise make available through or in connection with the Services.
• Any claim that your data, materials, or use of the Services infringes, misappropriates, or violates a third partys intellectual property or other proprietary rights.

NAEJ PROPERTIES LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate fully with NAEJ PROPERTIES LLC in asserting any available defenses. You shall not settle any indemnified claim without the prior written consent of NAEJ PROPERTIES LLC.

11 Warranties and Disclaimers

Mutual Warranties: Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and that its execution and performance of this Agreement does not and will not violate any other agreement to which it is a party.

Service Warranty: NAEJ PROPERTIES LLC warrants that Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards for computer systems design and technical consulting services. This warranty is valid for a period of 30 days following the completion of the applicable Services. The clients sole and exclusive remedy for breach of this warranty is that NAEJ PROPERTIES LLC shall, at its option, re-perform the non-conforming Services at no additional charge or refund the portion of fees applicable to the non-conforming Services.

Disclaimer of Warranties: Except as expressly set forth in this section, NAEJ PROPERTIES LLC provides the website content, products, and services on an AS IS and AS AVAILABLE basis, without warranties of any kind, whether express, implied, statutory, or otherwise. NAEJ PROPERTIES LLC specifically disclaims all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, and warranties arising from course of dealing, usage, or trade practice.

NAEJ PROPERTIES LLC does not warrant that the website or Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components, or that any defects will be corrected. No advice or information, whether oral or written, obtained from NAEJ PROPERTIES LLC or through the website shall create any warranty not expressly stated in these Terms.

12 Termination and Suspension of Services

Termination for Convenience: Either party may terminate a statement of work or service agreement upon 30 days written notice to the other party. In the event of termination for convenience by the client, the client shall pay NAEJ PROPERTIES LLC for all Services performed and expenses incurred up to the effective date of termination, plus any non-refundable deposits or fees specified in the applicable statement of work.

Termination for Cause: Either party may terminate these Terms or any statement of work immediately upon written notice if the other party commits a material breach and fails to cure such breach within 15 days after receiving written notice describing the breach in reasonable detail. NAEJ PROPERTIES LLC may terminate immediately if the client fails to pay any undisputed amount when due and does not cure such failure within 10 days of receiving notice.

Suspension: NAEJ PROPERTIES LLC reserves the right to suspend access to the website or provision of Services immediately if the client breaches these Terms, if the client fails to pay fees when due, if continuing to provide Services would pose a security risk or violate applicable law, or if requested to do so by a court, law enforcement, or regulatory authority.

Effect of Termination: Upon termination, the client shall promptly pay all outstanding fees and expenses incurred through the termination date. Each party shall return or destroy all Confidential Information belonging to the other party. Provisions that by their nature should survive termination — including but not limited to those relating to intellectual property, confidentiality, limitation of liability, indemnification, payment obligations, and dispute resolution — shall survive any termination of these Terms.

13 Third-Party Services and Integrations

In the course of providing Services, NAEJ PROPERTIES LLC may recommend, facilitate integration with, or utilize third-party products, services, platforms, APIs, or software (collectively, Third-Party Services). The client acknowledges and agrees that NAEJ PROPERTIES LLC has no control over and assumes no responsibility for the content, functionality, availability, data practices, or performance of any Third-Party Services.

The clients use of any Third-Party Services is subject to the applicable terms and conditions and privacy policies of those third-party providers. Any issues or disputes arising in connection with Third-Party Services shall be resolved directly between the client and the third-party provider. NAEJ PROPERTIES LLC shall not be liable for any loss, damage, or claim arising from the clients use of or reliance on any Third-Party Services.

If a project requires integration with Third-Party Services, NAEJ PROPERTIES LLC will exercise reasonable care in recommending and integrating such services, but makes no representation or warranty regarding their suitability, performance, security, or continued availability.

14 Data Protection and Security

NAEJ PROPERTIES LLC is committed to protecting the confidentiality, integrity, and availability of client data. The collection, use, storage, and processing of personal data through our website is governed by our Privacy Policy, which is incorporated into these Terms by reference and available at https://www.naejproperties.lol/privacy.html. You should review our Privacy Policy carefully to understand how we handle personal information.

NAEJ PROPERTIES LLC implements and maintains administrative, technical, and physical safeguards designed to protect against unauthorized access, use, modification, or disclosure of client data. These safeguards include encryption of data in transit, role-based access controls, regular security assessments, and employee data protection training. However, the client acknowledges that no security measures are impenetrable or guaranteed, and NAEJ PROPERTIES LLC cannot warrant absolute security.

If NAEJ PROPERTIES LLC becomes aware of a security incident involving client data, we will notify the client without undue delay and take reasonable steps to mitigate the impact as required by applicable law and any data processing agreements in effect between the parties.

15 Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under these Terms or any statement of work to the extent such failure or delay is caused by circumstances beyond that partys reasonable control, including but not limited to acts of God, natural disasters, flood, fire, earthquake, volcanic eruption, epidemic, pandemic, public health emergency, war, terrorism, civil unrest, riot, insurrection, labor strikes or other industrial disputes, embargo, government action, changes in law or regulation, utility failures, telecommunications network failures, internet disruptions, denial-of-service attacks, or failure of third-party service providers essential to performance.

The party affected by a force majeure event shall notify the other party as soon as reasonably practicable and shall use diligent efforts to resume performance as quickly as possible. If a force majeure event continues for more than 30 days, either party may terminate the affected statement of work without liability, provided all fees for Services properly performed prior to the force majeure event shall remain due and payable.

16 Dispute Resolution and Governing Law

Governing Law: These Terms and any disputes arising from or relating to them shall be governed by and construed in accordance with the laws of the State of Utah, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Informal Resolution: Before initiating any formal legal action, the parties shall first attempt to resolve any dispute arising out of or relating to these Terms through good-faith informal negotiations. The party raising the dispute shall provide the other party with a written notice describing the nature of the dispute and the relief sought. The parties shall have 30 days from receipt of such notice to attempt to resolve the dispute through negotiation.

Mediation: If the parties are unable to resolve the dispute through negotiation within 30 days, the parties agree to submit the dispute to mediation administered by a mutually agreed mediator. Each party shall bear its own costs associated with mediation, and the parties shall share the mediators fees equally.

Arbitration: If mediation does not resolve the dispute within 60 days, the dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Weber County, Utah, by a single arbitrator with experience in technology services disputes. The arbitrators award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Exception for Equitable Relief: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, data security, or confidential information.

Class Action Waiver: To the fullest extent permitted by law, all claims must be brought in the parties individual capacities and not as a plaintiff or class member in any purported class action, collective action, or representative proceeding. The arbitrator may not consolidate the claims of more than one person or entity.

17 Modifications to These Terms

NAEJ PROPERTIES LLC reserves the right to modify, amend, update, or replace these Terms at any time and at its sole discretion. When material changes are made, we will update the Last Updated date at the top of this page and may provide additional notice through our website or by email if we have your contact information on file.

Changes become effective immediately upon posting unless a later effective date is specified. It is your responsibility to review these Terms periodically to ensure you are aware of any modifications. Your continued use of the website or Services following the posting of revised Terms constitutes your acceptance of those revisions. If you do not agree with the revised Terms, your sole remedy is to discontinue use of our website and Services.

No modification or amendment of these Terms by you shall be effective unless made in a written document signed by an authorized representative of NAEJ PROPERTIES LLC.

18 Severability and Waiver

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable while preserving the original intent of the parties. If such modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

Waiver: The failure of NAEJ PROPERTIES LLC to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right. A waiver of any breach or default shall not be deemed a waiver of any subsequent breach or default. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

19 Entire Agreement

These Terms, together with any statement of work, project proposal, service level agreement, data processing agreement, and any other documents expressly incorporated by reference, constitute the entire agreement between you and NAEJ PROPERTIES LLC with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.

The parties acknowledge that in entering into this Agreement, they have not relied on any representation, warranty, or undertaking not expressly set forth in these Terms or in an executed statement of work. Any terms or conditions contained in any purchase order, invoice, or other document issued by the client that are inconsistent with or additional to these Terms are expressly rejected and shall have no force or effect unless specifically agreed to in writing by NAEJ PROPERTIES LLC.

In the event of any conflict or inconsistency between these general Terms and any specific provisions of an executed statement of work, the provisions of the statement of work shall govern, but only with respect to the particular services described in that statement of work.

20 Contact Information and Legal Notices

All legal notices, requests, inquiries, and communications relating to these Terms shall be directed to NAEJ PROPERTIES LLC through the following channels:

Email: talk@naejproperties.lol

Phone: +1 (234) 577-5372

Registered Office and Postal Address:
NAEJ PROPERTIES LLC
3961 W 2200 S
Ogden, UT 84401-9818
United States

Any notice required or permitted to be given under these Terms shall be in writing and (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, (c) sent by a nationally recognized overnight courier service, or (d) sent by email to the address specified above. Notice shall be deemed effective upon receipt if delivered personally or by courier, 5 business days after mailing if sent by certified mail, or upon confirmed transmission if sent by email during normal business hours.

NAEJ PROPERTIES LLC is committed to providing professional, responsive service. We endeavor to acknowledge all communications within 1 to 2 business days and provide substantive responses within 5 business days for routine inquiries and 15 business days for legal or formal matters.