Terms & Conditions

Definitions

The following defined terms apply throughout this Agreement:

"Agreement" or "Terms" means these Terms and Conditions, together with any Service Agreement, statement of work, or proposal incorporated by reference.

"Client," "You," or "Your" means the individual or entity that accesses our Website, requests our Services, or enters into a Service Agreement with us.

"Company," "we," "us," or "our" means XJOSE LLC, a Florida limited liability company.

"Content" means any text, graphics, code, designs, strategy documents, reports, or other materials made available through the Website or in connection with the Services.

"Deliverables" means the specific work product, software, strategy documents, designs, or other outputs identified as deliverables in an applicable Service Agreement.

"Personal Information" has the meaning given to it in our Privacy Policy & Cookie Policy.

"Service Agreement" means any signed proposal, statement of work, order form, or written agreement between Client and Company describing a specific engagement.

"Services" means the consulting, custom software development, marketing and growth, and related professional services offered by Company, as further described in Section 3.

"Website" means the website located at xjose.com and any related subdomains or digital properties operated by Company.

Acceptance of Terms & Legal Capacity

2.1 Binding Agreement. By accessing the Website, submitting an inquiry, or engaging Company for Services, you enter into a legally binding agreement with Company on the terms set forth herein.

2.2 Authority to Bind. If you accept these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind that entity, in which case "Client," "You," or "Your" refers to that entity.

2.3 Age Requirement. You must be at least eighteen (18) years of age to use the Website or engage our Services.

2.4 Continued Use. Continued use of the Website or Services after any update to these Terms constitutes acceptance of the revised Terms.

2.5 Rejection of Terms. If you do not agree to these Terms, you must immediately discontinue use of the Website and Services and refrain from entering into any Service Agreement with Company.

Description of Services

3.1 General Scope. Company provides consulting, professional, digital, and related services, which may include business strategy consulting, custom software development, and marketing and growth services, as further described in an applicable Service Agreement. The specific scope, deliverables, timeline, and fees for any engagement are governed by that Service Agreement.

3.2 Service Area. Services may be delivered remotely, in person, or through a combination of both, as agreed between the parties.

3.3 Service Standards. Company will perform the Services using commercially reasonable skill, care, and diligence consistent with generally accepted industry standards.

3.4 Right to Modify. Company reserves the right to modify, discontinue, or update any aspect of its general service offerings at any time, provided that such modification does not materially and adversely affect an active Service Agreement without Client's consent.

Eligibility, Registration & Account Security

4.1 Eligibility. You represent that you meet the age and legal capacity requirements of Section 2 and that you are not barred from receiving Services under applicable law.

4.2 Accurate Information. You agree to provide accurate, current, and complete information when engaging with Company and to promptly update such information as it changes.

4.3 Account Security. If Company provides you with access credentials to any portal, tool, or system, you are responsible for maintaining the confidentiality of those credentials and for all activity occurring under your account.

4.4 Right to Refuse or Terminate. Company reserves the right to refuse service to, or terminate its relationship with, any individual or entity at its discretion, subject to the terms of any active Service Agreement.

Service Agreements & Scope of Work

5.1 Primacy of Service Agreement. Each specific engagement is governed by a signed proposal, statement of work, or Service Agreement, which sets forth the scope, deliverables, fees, and timeline for that engagement. In the event of a conflict between a Service Agreement and these Terms, the Service Agreement controls solely with respect to the specific matters it expressly addresses.

5.2 Incorporated Terms. These Terms are incorporated by reference into every Service Agreement unless the Service Agreement expressly states otherwise.

5.3 Scheduling & Timelines. Timelines provided by Company are estimates based on information available at the time and are not guaranteed delivery dates unless expressly stated as binding in a Service Agreement.

5.4 Delays and Client-Caused Delays. Company is not responsible for delays caused by Client's failure to provide timely information, feedback, access, or approvals, and any such delay may result in a corresponding adjustment to the project timeline and, where applicable, fees.

5.5 Changes in Scope. Any material change to the scope of an engagement requires a written change order or amendment, which may adjust fees and timeline accordingly.

5.6 Service Commencement. Services commence upon execution of a Service Agreement and, where applicable, receipt of any required deposit or initial payment.

5.7 Additional or Expanded Services. Services beyond the scope of an existing Service Agreement will be treated as a new engagement requiring a separate proposal or amendment.

Client Responsibilities & Cooperation

6.1 Client Obligations. In order for Company to perform the Services effectively, Client agrees to:

• Provide timely, accurate, and complete information reasonably requested by Company
• Grant Company any necessary access, credentials, or approvals required to perform the Services
• Designate an authorized point of contact with decision-making authority for the engagement
• Review and provide feedback on deliverables within a reasonable time as specified in the applicable Service Agreement
• Comply with all applicable laws in Client's own use of the Services and any Deliverables

6.2 Delays Caused by Client. Company shall not be liable for any delay, defect, or failure to meet a timeline resulting from Client's failure to satisfy the obligations described in Section 6.1.

6.3 Persistent Non-Cooperation. If Client's failure to cooperate persists after written notice and a reasonable opportunity to cure, Company may suspend the Services or terminate the applicable Service Agreement in accordance with Section 9.

Payment Terms & Invoicing

7.1 Pricing. Fees for Services are set forth in the applicable Service Agreement and are not subject to change during the term of that engagement except as permitted under Section 7.5.

7.2 Invoicing. Company will invoice Client according to the schedule set forth in the applicable Service Agreement. Invoices are due upon receipt unless otherwise specified.

7.3 Payment Method. Payment shall be made by the method(s) specified by Company, which may include bank transfer, credit card, or other electronic payment methods. Client is responsible for any transaction fees associated with its chosen payment method.

7.4 Taxes. Fees are exclusive of any applicable sales, use, value-added, or similar taxes, which shall be Client's responsibility unless Client provides a valid exemption certificate.

7.5 Price Adjustments. Company reserves the right to adjust pricing for new engagements or renewal terms upon reasonable written notice. Pricing for an active, already-executed Service Agreement will not be adjusted absent a mutually agreed change order.

Late Payments, Disputed Charges & Collections

8.1 Late Payment Fees. Invoices not paid within the time specified may accrue a late fee of 1.5% per month (or the maximum rate permitted by applicable law, if lower) on the outstanding balance.

8.2 Suspension for Non-Payment. Company may suspend performance of Services, including withholding Deliverables, for any invoice more than 15 days past due, upon written notice to Client.

8.3 Reinstatement. Services suspended under Section 8.2 will resume upon payment in full of all outstanding amounts, subject to a reasonable ramp-up period.

8.4 Disputed Charges. Client must notify Company in writing of any disputed charge within 15 days of the invoice date, describing the basis for the dispute in reasonable detail. Failure to timely dispute a charge constitutes acceptance of that charge.

8.5 Collections. If an account is referred to collections or legal counsel for non-payment, Client shall be responsible for all reasonable costs of collection, including reasonable attorneys' fees, to the extent permitted by applicable law.

8.6 No Set-Off. Client may not withhold or set off any amount owed to Company against amounts Client claims are owed by Company, except as required by applicable law or as agreed in writing.

Cancellation, Termination & Modification

9.1 Client Cancellation. Client may cancel a Service Agreement only by written notice (including email) to Company. Verbal cancellation is not effective.

9.2 Early Termination. If a Service Agreement is terminated by Client prior to completion, Client remains responsible for fees earned for work performed through the termination date, and any early termination fee specified in the applicable Service Agreement.

9.3 Company Suspension. Company may suspend Services immediately upon written notice if: (a) Client fails to pay any amount when due; (b) Client materially breaches this Agreement or any Service Agreement; (c) Company suspects fraudulent or unlawful activity connected to the engagement; (d) continuing the Services would violate applicable law; or (e) continuing the Services would pose an unreasonable risk to Company, its personnel, or third parties.

9.4 Company Termination. Company may terminate a Service Agreement for cause upon written notice if Client's breach remains uncured for 10 days following notice, or for convenience upon 30 days' written notice. Termination for cause resulting from Client's breach does not entitle Client to a refund of fees for Services already rendered.

9.5 Effect of Termination. Upon termination, Client shall pay all outstanding fees for Services performed through the termination date, and each party shall return or destroy the other party's confidential materials, except as reasonably necessary for legal, archival, or compliance purposes.

Acceptable Use & Prohibited Conduct

In connection with your use of the Website or Services, you agree not to:

• Use the Website or Services for any unlawful purpose or in violation of any applicable law or regulation
• Provide false, misleading, or fraudulent information to Company
• Misrepresent your identity or your affiliation with any person or entity
• Attempt to gain unauthorized access to any portion of the Website, Company systems, or another user's account
• Use bots, scrapers, or other automated means to access or extract data from the Website without prior written consent
• Introduce viruses, malware, or other harmful code to the Website or any Company system
• Harass, threaten, or abuse Company personnel or other users
• Submit content that is unlawful, defamatory, obscene, or infringing on the rights of any third party
• Infringe upon the intellectual property rights of Company or any third party
• Circumvent, disable, or otherwise interfere with security-related features of the Website or Services
• Violate the legal rights (including privacy and publicity rights) of others

Violation of this Section may result in immediate suspension or termination of your access to the Website and Services, without limiting any other remedy available to Company at law or in equity.

Client-Provided Materials, Content & Third-Party Access

11.1 License to Client-Provided Materials. Client grants Company a non-exclusive, royalty-free license to use, reproduce, and modify any materials, content, brand assets, credentials, or access Client provides in connection with an engagement, solely as necessary to perform the Services.

11.2 Scope of Access. Company will access only those systems, accounts, or materials reasonably necessary to perform the Services. Any credentials or access provided by Client must be transmitted through reasonably secure means, and Client is responsible for revoking access promptly upon completion or termination of the engagement.

11.3 Personnel Conduct. Company personnel will conduct themselves professionally in any interaction with Client's systems, personnel, or premises, and will comply with any reasonable security or conduct policies communicated by Client in advance.

11.4 Right to Decline Materials or Access. Company may decline to use or accept any materials, credentials, or access that Company reasonably believes to be unlawful, unauthorized, or to present an unreasonable security or legal risk.

11.5 Damage or Loss Claims. Any claim by Client relating to Company's access to Client's systems, materials, or premises must be submitted in writing within 48 hours of the event giving rise to the claim, or such claim is waived to the fullest extent permitted by applicable law.

Legal & Regulatory Compliance

12.1 Client Compliance. Client is solely responsible for ensuring that its own business, industry, and use of the Services and any Deliverables comply with all applicable federal, state, and local laws and regulations, including any industry-specific licensing or regulatory requirements applicable to Client's business.

12.2 Company Compliance. Company will conduct its own business operations in material compliance with applicable law in the course of providing the Services.

12.3 Right to Suspend for Legal or Safety Concerns. Company may suspend Services immediately if Company reasonably believes continued performance would violate applicable law or pose an unreasonable risk to Company personnel or third parties.

Tracking Technologies & Cookies

Our Website uses cookies, Google Analytics, and similar tracking technologies to understand how visitors use the Website and to support our marketing efforts. By using the Website, you consent to the use of such tracking technologies as described in this Section and in our full Privacy Policy & Cookie Policy.

Google Analytics collects anonymized and aggregated usage data, including pages visited and general session behavior, to help us understand Website performance. Cookie categories in use include strictly necessary, performance, functionality, and marketing cookies, each described in greater detail in our Privacy Policy & Cookie Policy.

You may opt out of Google Analytics tracking using the Google Analytics Opt-out Browser Add-on available at tools.google.com/dlpage/gaoptout. IP anonymization is enabled on our analytics implementation. Our Website does not currently respond to browser "Do Not Track" signals. Individuals under the age of 13 are not permitted to use our Website.

Privacy & Data Protection

Company collects categories of information including contact information, business and professional information, billing information, correspondence, and website usage data. This information is used to deliver Services, process billing, communicate with Client, comply with legal obligations, and improve our Website and Services through analytics.

Company does not sell personal information. Information is shared only with service providers who assist in delivering our Services, under confidentiality obligations consistent with this Agreement and our Privacy Policy. Information is retained consistent with our legal and operational needs, as described in our Privacy Policy.

Company implements reasonable technical and administrative safeguards designed to protect personal information, consistent with the Florida Information Protection Act, Fla. Stat. § 501.171, and applicable data breach notification law. You may exercise applicable rights to access, correct, or delete your personal information by contacting us as described in Section 32.

Electronic Communications

15.1 Consent to Electronic Communications. By using our Website or Services, you consent to receive communications from Company electronically, including via email, and agree that such communications satisfy any legal requirement that communications be in writing.

15.2 Notices to the Company. Notices to Company must be sent by email to the address in Section 32 and will be deemed received on the next business day following transmission.

15.3 Marketing Opt-Out. You may opt out of marketing communications at any time by using the unsubscribe link in any marketing email or by contacting us directly. Transactional and service-related communications may continue regardless of marketing opt-out status.

15.4 Accuracy of Contact Information. You are responsible for maintaining accurate and current contact information with Company to ensure timely receipt of communications and notices.

Intellectual Property Rights

16.1 Company Ownership. All content, code, designs, methodologies, templates, and other materials created or used by Company in connection with the Website and Services, excluding Client-specific Deliverables addressed in Section 16.4, are and remain the exclusive property of Company, protected by applicable copyright, trademark, trade dress, and other intellectual property laws.

16.2 Trademarks. "XJOSE" and associated logos are proprietary trademarks of Company. No license to use these marks is granted except as expressly stated herein.

16.3 Limited License. Company grants you a limited, non-exclusive, revocable, non-transferable license to access and use the Website for your own personal or internal business use. You may not: (a) copy, modify, or create derivative works of the Website or its content; (b) reverse-engineer any portion of the Website; (c) remove any proprietary notices; or (d) use the Website for any competitive or unauthorized commercial purpose.

16.4 Deliverables & Client Ownership. Except as otherwise expressly stated in an applicable Service Agreement, final Deliverables paid for in full by Client transfer to Client upon full payment, as specified in that Service Agreement. Company retains ownership of its own pre-existing intellectual property, including any underlying tools, templates, frameworks, and methodologies used to create the Deliverables, and reserves a non-exclusive right to reuse general knowledge, skills, and non-confidential techniques developed or refined during the engagement.

16.5 User-Submitted Content. To the extent you submit content to Company through the Website (e.g., contact form submissions, testimonials), you grant Company a non-exclusive, royalty-free, worldwide license to use, reproduce, and display such content in connection with operating and promoting our Services, unless otherwise agreed in writing.

Representations & Warranties

Each party represents and warrants that:

• It has full right, power, and authority to enter into and perform this Agreement
• If an entity, it is duly organized, validly existing, and authorized to conduct business
• Information provided to the other party in connection with this Agreement is accurate and not misleading in any material respect
• Its performance under this Agreement will comply with all applicable laws and regulations
• It has the necessary rights and authority over any systems, materials, or content it provides to the other party in connection with the Services
• It is responsible for ensuring its own personnel and representatives comply with the applicable terms of this Agreement

Disclaimer of Warranties

Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the exclusions above may not apply to you. In such jurisdictions, Company's warranties are limited to the minimum scope and duration required by applicable law.

Limitation of Liability

19.1 Aggregate Cap. Company's total aggregate liability arising out of or relating to this Agreement shall not exceed the greater of (a) the fees paid by Client to Company in the three (3) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

19.2 Essential Basis. The limitations in this Section reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain between Client and Company, without which the pricing and terms of this Agreement would be materially different.

19.3 Jurisdictional Limits. Some jurisdictions do not allow the limitation or exclusion of liability for certain damages. In such jurisdictions, Company's liability is limited to the greatest extent permitted by applicable law.

Indemnification & Hold Harmless

20.1 Indemnification by Client. Client agrees to defend, indemnify, and hold harmless Company and its members, managers, employees, and contractors from any claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from:

• Client's breach of this Agreement or any Service Agreement
• Client's violation of applicable law in connection with its use of the Services
• Materials, content, or access provided by Client that infringe the rights of a third party
• Client's negligence or willful misconduct
• Any dispute between Client and its own customers, employees, or third parties arising from Client's use of Deliverables
• Any misrepresentation made by Client under Section 17

20.2 Defense Cooperation. Company will provide Client with prompt written notice of any claim subject to indemnification, and Client shall have the right to participate in the defense of such claim at its own expense. Client may not settle any claim in a manner that imposes liability or obligation on Company without Company's prior written consent.

Governing Law & Dispute Resolution

21.1 Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to its conflict of law principles, and without application of the United Nations Convention on Contracts for the International Sale of Goods.

21.2 Jurisdiction & Venue. Subject to Section 21.4, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Florida for any dispute not subject to arbitration or otherwise resolved under this Section.

21.3 Informal Resolution. Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for a period of thirty (30) days following written notice of the dispute.

21.4 Mediation. If informal negotiation does not resolve the dispute, the parties agree to submit the dispute to non-binding mediation, with costs shared equally, as a condition precedent to filing any litigation.

21.7 Attorneys' Fees. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, consistent with Fla. Stat. § 57.105(7), which renders this attorneys' fees provision reciprocal between the parties as a matter of Florida law.

21.8 Limitations Period. Any claim arising out of or relating to this Agreement must be filed within one (1) year after the claim accrues, or such claim is permanently barred, to the fullest extent permitted by applicable law.

Third-Party Services & External Links

22.1 External Links. The Website may contain links to third-party websites. Such links are provided for convenience only and do not constitute an endorsement of the linked content by Company.

22.2 Disclosed Third-Party Services. Company uses third-party services in the ordinary course of business, which may include:

• Google Analytics (website analytics)
• Google Workspace / Gmail (business communications)
• Third-party payment processors (billing and payment collection)
• Additional service providers as adopted from time to time

22.3 No Liability for Third-Party Services. Company is not responsible for the acts, omissions, or privacy practices of any third-party service provider, and your use of such services is subject to their own respective terms and privacy policies.

Force Majeure

23.1 Excused Performance. Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including:

• Acts of God, including severe weather events and natural disasters
• Pandemic or public health emergency
• War, terrorism, or civil unrest
• Governmental action, order, or regulation
• Labor disputes involving third parties
• Internet, power, or telecommunications failures
• Supply chain or third-party vendor failures

23.2 Notice & Mitigation. The affected party shall provide prompt notice of a force majeure event and use commercially reasonable efforts to mitigate its impact and resume performance as soon as reasonably practicable.

23.3 No Liability or Credit. Neither party shall be entitled to damages, penalties, or service credits for any delay or failure to perform resulting from a force majeure event described in this Section.

Modifications to These Terms

24.1 Right to Amend. Company reserves the right to amend these Terms at any time.

24.2 Notice. Amendments will be reflected in the "Last Updated" date at the top of this page, and material changes will be communicated via email or a prominent notice on the Website prior to taking effect.

24.3 Acceptance. Continued use of the Website or Services following the effective date of any amendment constitutes acceptance of the revised Terms.

24.4 Your Responsibility. You are responsible for reviewing these Terms periodically and retaining a copy of any Service Agreement for your own records.

Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be so modified, and the remaining provisions of this Agreement shall continue in full force and effect.

Waiver

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. Any waiver must be set forth in a signed writing, and a waiver of any particular breach shall not be construed as a waiver of any subsequent or continuing breach.

Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, franchise, or agency relationship between Client and Company. Neither party has authority to bind the other or to incur any obligation on the other's behalf.

Assignment

28.1 By Client. Client may not assign or transfer any rights or obligations under this Agreement without Company's prior written consent, and any attempted assignment in violation of this Section is void.

28.2 By Company. Company may freely assign or transfer this Agreement to an affiliate or successor entity, including in connection with a merger, acquisition, or sale of assets, upon reasonable notice to Client.

28.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Entire Agreement

These Terms, together with any applicable Service Agreement, constitute the entire agreement between Client and Company regarding the subject matter herein, and supersede all prior or contemporaneous understandings, negotiations, and agreements, whether written or oral. No amendment to this Agreement shall be effective unless in a signed writing executed by both parties. No verbal statement or marketing representation shall be construed to modify the terms of this Agreement.

Survival

The following Sections shall survive any termination or expiration of this Agreement: Section 1 (Definitions), Section 8 (Late Payments, Disputed Charges & Collections), Section 10 (Acceptable Use & Prohibited Conduct), Section 13 (Tracking Technologies & Cookies), Section 14 (Privacy & Data Protection), Section 16 (Intellectual Property Rights), Section 18 (Disclaimer of Warranties), Section 19 (Limitation of Liability), Section 20 (Indemnification & Hold Harmless), Section 21 (Governing Law & Dispute Resolution), Section 27 (Relationship of the Parties), Section 29 (Entire Agreement), Section 30 (Survival), and Section 31 (Interpretation), together with any other provision that by its nature is intended to survive termination.

Interpretation

31.1 Headings. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

31.2 Construction. This Agreement shall not be construed against either party as the drafter. The word "including" means "including without limitation" wherever it appears in this Agreement.

31.3 No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the parties hereto and confers no rights or remedies upon any third party.

31.4 Counterparts. Any Service Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

Contact Us

All legal notices, questions, and inquiries regarding these Terms should be directed to Company by email. Company is contacted by email only and does not publish a physical business address for legal correspondence. Please include your full name, business or organization name, engagement or account reference (if applicable), and a description of your inquiry.