Terms and Conditions / Terms of Service

Effective Date: September 29, 2026

Last Updated: September 29, 2026

These Terms and Conditions ("Terms") govern access to the website located at xjose.com and related subdomains (the "Website") and, when incorporated into a signed proposal, statement of work, order form, service agreement, or other written agreement, the professional services provided by XJOSE LLC, a Florida limited liability company ("Company," "XJOSE," "we," "us," or "our").

Important B2B Notice: Unless Company expressly agrees otherwise in writing, Company provides professional services for business and commercial purposes. If you enter into an agreement on behalf of a company or other organization, you represent that you have authority to bind that entity.

Table of Contents

1. Definitions
2. Website Terms; Acceptance; Authority
3. Professional Services
4. Service Agreements; Order of Precedence
5. Client Responsibilities and Dependencies
6. Project Management; Changes; Delays
7. Review, Acceptance, and Deemed Approval
8. Fees, Invoicing, Taxes, and Payment
9. Late Payments; Collections; Suspension
10. Term; Cancellation; Suspension; Termination
11. Client Materials; Rights; Approvals
12. Marketing, Advertising, and Growth Services
13. Software, Technology, and Development Services
14. Third-Party Platforms, Vendors, and Services
15. Artificial Intelligence and Automation Tools
16. Intellectual Property and Deliverables
17. Confidentiality
18. Data Protection and Security
19. Website Cookies, Analytics, and Tracking
20. Compliance With Laws
21. Representations and Warranties
22. Disclaimer of Warranties and Results
23. Limitation of Liability
24. Indemnification
25. Insurance and Risk Allocation
26. Acceptable Use and Prohibited Conduct
27. Publicity and Portfolio Rights
28. Non-Solicitation of Company Personnel
29. Force Majeure
30. Dispute Resolution; Governing Law; Venue
31. Electronic Communications and Notices
32. Changes to Website Terms
33. Assignment
34. General Contract Terms
35. Survival
36. Contact Information

1. Definitions

1.1 Agreement

"Agreement" means these Terms together with each applicable Service Agreement and any document expressly incorporated by reference.

1.2 Client

"Client," "you," and "your" mean the business, organization, or other legal entity entering into a Service Agreement with Company and, solely with respect to Website use, any person accessing the Website.

1.3 Client Materials

"Client Materials" means all content, data, trademarks, logos, photographs, video, audio, code, credentials, business information, instructions, claims, offers, lists, databases, and other materials supplied, approved, selected, or directed by Client.

1.4 Company Materials

"Company Materials" means all pre-existing or independently developed software, source code, libraries, scripts, templates, tools, frameworks, systems, processes, methodologies, know-how, workflows, prompts, automation, design systems, documentation, generic components, and other intellectual property of Company that are not created exclusively as a final Client-specific Deliverable.

1.5 Deliverables

"Deliverables" means the specific final work product expressly identified as a deliverable in an applicable Service Agreement.

1.6 Services

"Services" means consulting, strategy, marketing, advertising, growth, creative, software development, website development, automation, technology implementation, and related professional services offered by Company.

1.7 Service Agreement

"Service Agreement" means a proposal, statement of work, order form, master services agreement, change order, or other written agreement accepted by Company and Client that describes a particular engagement.

1.8 Third-Party Services

"Third-Party Services" means software, platforms, hosting providers, APIs, advertising networks, analytics services, payment processors, registrars, plugins, libraries, AI services, social networks, search engines, marketplaces, telecommunications providers, and other products or services not controlled by Company.

2. Website Terms; Acceptance; Authority

2.1 Website Terms

By accessing or using the Website, you agree to the provisions of these Terms that reasonably apply to Website visitors, including provisions concerning acceptable use, intellectual property, disclaimers, limitations of liability, privacy, and dispute resolution.

2.2 Professional Services Require Agreement

Submitting a contact form, requesting a quote, scheduling a consultation, or otherwise making an inquiry does not, by itself, obligate either party to purchase or provide professional Services. A professional-services engagement begins only when the parties accept a Service Agreement or Company otherwise confirms the engagement in writing.

2.3 Authority to Bind

If you accept a Service Agreement for an entity, you represent and warrant that you have authority to bind that entity. The entity, and not merely the individual signer, is the Client.

2.4 Age and Capacity

You must be at least eighteen (18) years old and legally capable of entering into binding agreements.

2.5 Commercial Purpose

Unless Company expressly agrees otherwise in writing, Client represents that Services are acquired primarily for business or commercial purposes and not for personal, family, or household use.

3. Professional Services

3.1 Scope

Company will provide the Services described in the applicable Service Agreement. Services not expressly included are outside scope.

3.2 Standard of Performance

Company will perform Services in a professional and commercially reasonable manner consistent with the scope and constraints of the applicable engagement.

3.3 No Implied Services

No feature, deliverable, integration, campaign, revision, support obligation, maintenance obligation, regulatory review, or other work is included merely because it may be customary in an industry or technically related to the Services.

3.4 Personnel and Subcontractors

Company may use employees, independent contractors, specialists, affiliates, and subcontractors to perform Services. Company remains responsible for managing its personnel consistent with the Agreement.

4. Service Agreements; Order of Precedence

4.1 Incorporation

These Terms are incorporated into each Service Agreement that references these Terms or the URL at which they are published.

4.2 Order of Precedence

If documents conflict, the following order controls unless the parties expressly state otherwise in a signed writing:

1. a signed amendment or change order;

2. the applicable Service Agreement;

3. these Terms; and

4. other incorporated policies or exhibits.

A more specific provision controls over a more general provision concerning the same subject.

4.3 Purchase Orders

Any purchase order or vendor form issued by Client is for administrative convenience only. Additional or inconsistent terms printed on or incorporated into Client purchase orders, portals, procurement systems, or similar documents are rejected and do not modify the Agreement unless expressly accepted by Company in a signed writing.

4.4 No Reliance on Outside Statements

Client acknowledges that it is not relying on any promise, forecast, estimate, case study, proposal statement, sales statement, or representation not expressly included in the Agreement as a binding commitment.

5. Client Responsibilities and Dependencies

Client will timely:

• provide accurate and complete information reasonably requested by Company;
• provide required credentials, access, files, approvals, brand assets, and technical information;
• designate a point of contact authorized to make decisions and approvals;
• review work and provide consolidated feedback within stated review periods;
• obtain all rights, licenses, releases, permissions, and consents necessary for Client Materials;
• verify factual claims, pricing, legal disclosures, offers, promotions, product information, and industry-specific statements before publication;
• maintain its own backups of business-critical systems and data unless backup services are expressly included;
• comply with applicable laws and platform rules applicable to Client's business; and
• reasonably cooperate with Company so Company can perform the Services.

Company is not responsible for delay, added cost, rework, defect, or missed opportunity caused by inaccurate information, delayed approvals, unavailable access, conflicting instructions, third-party dependencies, or other Client-controlled conditions.

6. Project Management; Changes; Delays

6.1 Estimates

Unless expressly identified as a guaranteed deadline in a Service Agreement, dates and timelines are good-faith estimates.

6.2 Client Delay

If Client fails to provide required information, access, feedback, payment, or approval by the applicable deadline, Company may extend milestones and delivery dates by a commercially reasonable period and may reprioritize resources.

6.3 Project Inactivity

If a project is inactive due to Client for thirty (30) consecutive days, Company may place the project on hold. Restart may be subject to resource availability, updated scheduling, and a reasonable restart fee if stated in the Service Agreement or agreed in writing.

6.4 Scope Changes

Material changes require a written change order, revised proposal, or other written approval that may adjust fees, assumptions, deliverables, and timing.

6.5 Out-of-Scope Requests

Company may decline out-of-scope work or perform it at Company's then-current rates after written approval.

7. Review, Acceptance, and Deemed Approval

7.1 Review Period

Unless a Service Agreement states another period, Client must review each Deliverable and provide written notice of any material nonconformity with the agreed specifications within five (5) business days after delivery.

7.2 Specific Notice

A rejection must identify the alleged nonconformity with reasonable specificity. Preference changes, new ideas, changed business requirements, or requests beyond the agreed scope are not defects.

7.3 Deemed Acceptance

A Deliverable is deemed accepted upon the earliest of:

• Client's written approval;
• Client's public launch, publication, distribution, commercial use, or deployment of the Deliverable;
• Client's delivery of the Deliverable to a third party for production or implementation; or
• expiration of the applicable review period without a timely written rejection.

7.4 Remedy

For a timely and valid rejection, Company's obligation is to use commercially reasonable efforts to correct the material nonconformity. Unless otherwise agreed, this correction is Client's exclusive remedy for a rejected Deliverable.

8. Fees, Invoicing, Taxes, and Payment

8.1 Fees

Fees, retainers, deposits, recurring charges, media budgets, pass-through costs, and payment schedules are stated in the applicable Service Agreement.

8.2 Due Dates

Invoices are due upon receipt unless another due date is stated in the Service Agreement or invoice.

8.3 Deposits and Retainers

Unless a Service Agreement states otherwise, deposits and retainers are applied against fees as described in the Service Agreement and are non-refundable once earned or committed to reserved capacity, completed work, or non-cancellable third-party costs.

8.4 Recurring Services

If a Service Agreement provides for recurring Services, Client authorizes Company to charge the approved payment method according to the stated billing schedule until the Service Agreement terminates in accordance with its terms.

8.5 Taxes

Fees exclude sales, use, excise, VAT, and similar transaction taxes. Client is responsible for applicable taxes other than taxes imposed on Company's net income, unless Client provides a valid exemption certificate.

8.6 Third-Party Spend

Advertising spend, software licenses, domains, hosting, printing, media, usage charges, API fees, messaging costs, payment-processing fees, and other third-party charges are Client's responsibility unless expressly included in Company's fee.

8.7 Non-Refundable Third-Party Costs

Third-party costs incurred or committed at Client's direction are non-refundable to the extent Company cannot recover them.

9. Late Payments; Collections; Suspension

9.1 Late Charges

Overdue balances may accrue a late charge of 1.5% per month or the maximum lawful rate, whichever is lower.

9.2 Suspension

Company may suspend Services, access, support, publication, deployment, hosting under Company's control, or delivery of unpaid Deliverables after written notice if an undisputed amount is more than fifteen (15) days overdue.

9.3 No Setoff

Client may not offset or withhold undisputed amounts based on unrelated claims except as required by law.

9.4 Billing Disputes

Client must notify Company in writing of a good-faith invoice dispute within fifteen (15) days after the invoice date and identify the disputed amount and basis. Undisputed portions remain due.

9.5 Collection Costs

To the extent permitted by law, Client will reimburse Company for reasonable third-party collection costs, court costs, and reasonable attorneys' fees incurred to collect overdue amounts.

9.6 Reinstatement

Suspended Services resume after Company receives all required amounts, subject to reasonable remobilization time and resource availability.

10. Term; Cancellation; Suspension; Termination

10.1 Term

The term of each engagement is stated in the applicable Service Agreement.

10.2 Client Termination

Client may terminate only in the manner permitted by the Service Agreement. Unless the Service Agreement grants termination for convenience, Client does not have an implied right to cancel a fixed-term or fixed-scope engagement without responsibility for amounts already earned, committed, or otherwise due.

10.3 Company Suspension

Company may immediately suspend affected Services if Company reasonably believes that:

• Client has failed to pay a material amount when due;
• Client is using the Services unlawfully or fraudulently;
• Client has materially breached the Agreement;
• continued performance creates a material cybersecurity, legal, safety, reputational, or operational risk;
• Client's instructions would require Company to violate law or third-party terms; or
• emergency action is reasonably necessary to protect systems, credentials, data, Company, Client, or third parties.

10.4 Termination for Cause

Either party may terminate a Service Agreement for material breach if the breach remains uncured ten (10) days after written notice, except that no cure period is required for fraud, unlawful conduct, infringement knowingly directed by Client, misuse of credentials, or a breach that by its nature cannot reasonably be cured.

10.5 Company Termination for Convenience

Unless a Service Agreement states otherwise, Company may terminate an ongoing recurring engagement for convenience on thirty (30) days' written notice. Client remains responsible only for fees and non-cancellable commitments through the effective termination date.

10.6 Effect of Termination

Upon termination:

• all accrued payment obligations become due;
• licenses conditioned on payment remain withheld until full payment;
• each party must cease use of the other party's confidential information except as legally permitted;
• Company may revoke access to Company-controlled systems that are not part of paid-for Client Deliverables; and
• transition or handoff work requested by Client is billable unless expressly included.

11. Client Materials; Rights; Approvals

11.1 Client License

Client grants Company and its personnel a non-exclusive, worldwide, royalty-free license during the engagement to host, copy, transmit, adapt, edit, process, display, and otherwise use Client Materials as reasonably necessary to perform Services.

11.2 Client Warranty

Client represents and warrants that it owns or has sufficient rights to all Client Materials and instructions supplied to Company and that Company's authorized use of them will not violate law, contract, privacy, publicity, intellectual-property, or other third-party rights.

11.3 Final Approval Responsibility

Client is responsible for final review and approval of public-facing content, claims, pricing, promotions, legal disclosures, regulated statements, and factual information before publication unless the Service Agreement expressly assigns a specific compliance-review function to Company.

11.4 Client Instructions

Company may rely on instructions and approvals from Client's designated contact. Company is not required to resolve internal Client disputes concerning authority, content, strategy, or approval.

12. Marketing, Advertising, and Growth Services

12.1 No Guaranteed Results

Marketing, advertising, public relations, SEO, lead generation, conversion optimization, email, social media, and growth outcomes depend on factors outside Company's control. Company does not guarantee rankings, impressions, clicks, leads, conversions, revenue, return on ad spend, customer acquisition cost, market share, media coverage, platform approval, deliverability, or any other particular result unless a Service Agreement expressly provides a written guarantee.

12.2 Search Engines and Platforms

Search engines, advertising platforms, social networks, email providers, marketplaces, and other third parties may change algorithms, policies, pricing, eligibility, APIs, account status, attribution, reporting, or functionality without notice. Company is not liable for such changes or for suspensions, disapprovals, bans, ranking changes, traffic changes, deliverability changes, or lost data caused by third-party platforms except to the extent directly caused by Company's breach of the Agreement.

12.3 Advertising Claims and Offers

Client is responsible for substantiating claims concerning Client's products, services, pricing, savings, performance, testimonials, endorsements, promotions, warranties, and regulated subject matter.

12.4 Lists and Outreach Data

Unless Company expressly agrees to source and warrant a list, Client is responsible for the lawful collection, purchase, use, and transfer of Client-provided contact lists and audience data, including any required consent, suppression, opt-out, or do-not-contact obligations.

12.5 Compliance Assistance Is Not Legal Advice

Company may implement technical or operational features intended to assist with compliance, such as unsubscribe functionality, consent fields, disclosures, or cookie controls. Such implementation does not constitute legal advice or a guarantee that Client's business, campaign, or data practices comply with every law applicable to Client.

12.6 Attribution and Analytics

Analytics, tracking, attribution, conversion reporting, and platform dashboards are estimates dependent on cookies, consent settings, browser restrictions, device behavior, privacy features, third-party APIs, ad blockers, identity resolution, and data quality. Company does not warrant perfect attribution or measurement.

13. Software, Technology, and Development Services

13.1 Specifications

Software and development obligations are limited to specifications expressly identified in the Service Agreement.

13.2 Testing

Client is responsible for conducting commercially reasonable acceptance testing in its intended environment before production use unless Company is expressly engaged to perform that testing.

13.3 Changes in Environment

Company is not responsible for defects caused by changes made after delivery by Client or third parties, unsupported environments, operating-system changes, browser changes, hosting changes, plugin conflicts, API changes, dependency updates, malware, misuse, or failure to follow documentation.

13.4 Open-Source and Third-Party Components

Deliverables may include or depend upon open-source software and third-party components subject to their own licenses. Such components remain governed by their applicable license terms and are not transferred to Client beyond the rights those licenses permit.

13.5 Security

No software, website, network, or information system can be guaranteed completely secure. Unless expressly included, Company does not provide continuous security monitoring, managed cybersecurity, penetration testing, regulatory certification, or incident-response services.

13.6 Backups and Business Continuity

Unless expressly included, Client is responsible for production backups, disaster recovery, business continuity, retention, and restoration procedures after handoff or launch.

14. Third-Party Platforms, Vendors, and Services

14.1 Third-Party Terms

Client's use of Third-Party Services is subject to the applicable provider's terms, policies, fees, and privacy practices.

14.2 No Control

Company does not control Third-Party Services and is not responsible for their availability, security, accuracy, continued functionality, pricing, policy changes, acts, omissions, outages, data loss, or discontinuation.

14.3 Client Accounts

Where practical, third-party accounts intended for Client's long-term use should be opened in Client's name and controlled by Client. Client is responsible for maintaining ownership information, billing information, multifactor authentication, and recovery credentials.

14.4 Procurement on Client's Behalf

If Company purchases a Third-Party Service for Client, Client authorizes that purchase and agrees to applicable pass-through charges. Company may discontinue advancing third-party costs if Client's account is overdue.

14.5 Migration and Replacement

Work required because a Third-Party Service changes, discontinues, or breaks compatibility is outside scope unless otherwise stated.

15. Artificial Intelligence and Automation Tools

15.1 Authorized Use

Unless prohibited by the applicable Service Agreement, Company may use commercially available software, automation systems, machine-learning tools, generative-AI tools, code assistants, and similar technology to assist in performing Services.

15.2 Human Review

Where commercially reasonable for the engagement, Company will apply human review before incorporating material AI-assisted output into final Deliverables.

15.3 Limitations

AI-assisted output may contain inaccuracies, similarities to existing material, security issues, or other defects. Client remains responsible for reviewing final Deliverables for its intended use, and Company makes no representation that any AI-assisted component is unique or independently protectable by intellectual-property law unless expressly stated.

15.4 Confidential Information

Company will handle Client Confidential Information used with third-party tools in accordance with Section 17 and any specific data-processing restrictions stated in the Service Agreement. Client should identify unusually sensitive or regulated data before providing it to Company.

16. Intellectual Property and Deliverables

16.1 Company Ownership

Company retains all right, title, and interest in Company Materials, the Website, internal systems, methodologies, generic know-how, and improvements to them.

16.2 Client Materials

Client retains ownership of Client Materials.

16.3 Transfer of Final Deliverables

Subject to full payment of all amounts due for the applicable Deliverables, Client receives the ownership or license rights expressly stated in the Service Agreement. If the Service Agreement states that ownership transfers but does not specify the mechanics, Company assigns to Client its transferable rights in the final Client-specific Deliverables upon full payment, excluding Company Materials and Third-Party Services.

16.4 Embedded Company Materials

To the extent Company Materials are embedded in a paid final Deliverable and are necessary for Client to use that Deliverable, Company grants Client a perpetual, non-exclusive, non-transferable except with the Deliverable, worldwide license to use those embedded Company Materials solely as part of the Deliverable for Client's internal business and ordinary commercial use. Client may not extract, resell, sublicense, publish as a standalone product, or use Company Materials to create a competing template, product, or service.

16.5 Source Files and Working Files

Drafts, concepts not selected, internal files, editable source files, development tooling, prompts, research notes, intermediate assets, and working files are not Deliverables unless expressly listed.

16.6 Reservation Until Payment

No ownership transfer or final license conditioned on payment becomes effective until Company receives full payment of all amounts due for the applicable Deliverable.

16.7 Feedback

Client may provide suggestions or feedback. Company may use non-confidential feedback without restriction or obligation.

17. Confidentiality

17.1 Confidential Information

"Confidential Information" means non-public information disclosed by or on behalf of a party that is identified as confidential or that a reasonable business person would understand to be confidential given its nature and the circumstances of disclosure, including business plans, customer information, pricing, credentials, source code, non-public technical information, financial information, and trade secrets.

17.2 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

• is or becomes public through no breach of the Agreement;
• was lawfully known without confidentiality duty before disclosure;
• is received lawfully from a third party without confidentiality duty; or
• is independently developed without use of the disclosing party's Confidential Information.

17.3 Duties

The receiving party will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, advisors, and subcontractors who have a need to know and are subject to appropriate confidentiality duties.

17.4 Required Disclosure

A receiving party may disclose Confidential Information when legally required, provided it gives prompt notice when legally permitted and reasonably cooperates with efforts to seek protective treatment.

17.5 Credentials

Credentials, API keys, private keys, security tokens, and comparable secrets are Confidential Information. Each party will use commercially reasonable measures to protect credentials within its control.

17.6 Duration

Confidentiality obligations continue for five (5) years after disclosure; trade secrets will be protected for so long as they remain trade secrets under applicable law.

17.7 Equitable Relief

Unauthorized use or disclosure of Confidential Information may cause harm not adequately remedied by money damages. The affected party may seek appropriate injunctive or equitable relief in addition to other remedies.

18. Data Protection and Security

18.1 Privacy Policy

Company's collection and use of personal information through the Website are described in Company's Privacy Policy and Cookie Policy.

18.2 Client-Controlled Data

Unless otherwise agreed in writing, Client determines the lawfulness and purpose of personal data supplied to Company for Client's business activities and is responsible for obtaining required notices, permissions, and consents.

18.3 Security Measures

Company will use reasonable administrative, technical, and organizational safeguards appropriate to the nature of information Company maintains.

18.4 Florida Data Security

To the extent applicable, Company will comply with obligations imposed on Company by the Florida Information Protection Act, Fla. Stat. § 501.171.

18.5 Regulated Data

Client must not provide Social Security numbers, payment-card data, protected health information, biometric information, government identification numbers, children's data, or other highly regulated or sensitive data unless the applicable Service Agreement expressly authorizes that data and states the parties' handling responsibilities.

18.6 Security Incidents

Each party will reasonably cooperate regarding a confirmed security incident affecting data for which the other party has legal notification obligations. Allocation of incident costs and responsibility remains subject to the Agreement and applicable law.

18.7 Data Processing Addendum

If applicable law requires a controller-processor, business-associate, or similar data-processing agreement for a particular engagement, the parties will execute an appropriate addendum before processing the regulated data.

18.8 No Sale of Personal Data

As of the Effective Date of these Terms, Company does not sell personal information or Client Data to data brokers or other third parties in exchange for monetary consideration.

Company may process Client Data and other information as reasonably necessary to provide, administer, secure, analyze, improve, and support the Services, including for analytics, attribution, campaign management, audience analysis, performance optimization, reporting, fraud prevention, and other purposes described in the Agreement or Company's Privacy Policy.

Company may disclose information to service providers, processors, contractors, and technology vendors that assist Company in operating its business or providing the Services, subject to appropriate contractual, confidentiality, and data-protection obligations. Such disclosures are not intended to constitute a sale of personal information where applicable law excludes disclosures to service providers or processors from the definition of a sale.

Company's data practices may evolve as its business develops. If Company begins selling personal information, sharing personal information for purposes that trigger statutory opt-out rights, or otherwise materially changes how previously collected personal information is used or disclosed, Company will update the applicable privacy disclosures and provide any notice, consent mechanism, or opt-out rights required by applicable law before engaging in such activity.

Unless otherwise disclosed and permitted by applicable law, Company will not retroactively apply a materially broader data-use practice to previously collected personal information where additional notice or consent is legally required.

18.9 Client Data, Analytics, and Derived Information

As between Client and Company, Client retains its rights in data, records, customer information, contact information, audience information, and other business data supplied by or collected specifically on behalf of Client ("Client Data"), subject to the licenses and processing rights granted to Company under the Agreement.

Client authorizes Company to collect, access, host, process, analyze, organize, transform, and otherwise use Client Data as reasonably necessary to provide, administer, secure, measure, improve, and optimize the Services, including campaigns, analytics, attribution, audience analysis, reporting, automation, and related business functions.

Company may create and use aggregated, statistical, or de-identified information derived from the Services and Client Data for internal analytics, benchmarking, service improvement, research, product development, capacity planning, and similar legitimate business purposes, provided such information does not reasonably identify Client or an identifiable individual.

Company does not acquire ownership of Client's underlying Client Data merely by processing it in connection with the Services.

19. Website Cookies, Analytics, and Tracking

19.1 Technologies

The Website may use cookies, analytics, pixels, local storage, and similar technologies for security, functionality, analytics, performance, and marketing.

19.2 Consent Where Required

Where applicable law requires consent before a non-essential tracking technology is activated, Company will seek consent through the Website's consent-management mechanism. Merely visiting the Website is not intended to override any consent right provided by applicable law.

19.3 Preferences

Visitors may manage available cookie preferences through the Website's consent controls and may also use browser or platform controls. Certain features may not function correctly if required technologies are disabled.

19.4 Third-Party Analytics

The Website may use services such as Google Analytics. The data collected, retention periods, available controls, and current vendors are described more fully in the Privacy Policy and Cookie Policy.

19.5 No Guarantee Regarding Browser Signals

Company will respond to legally recognized opt-out preference signals to the extent required by applicable law and technically applicable to Company's processing. Other browser signals may not be recognized.

20. Compliance With Laws

20.1 Each Party's Compliance

Each party is responsible for laws applicable to its own business operations and conduct.

20.2 Client-Specific Regulation

Client is solely responsible for identifying laws, licenses, professional rules, accessibility obligations, advertising restrictions, privacy obligations, records-retention requirements, industry regulations, and other requirements specific to Client's business, products, services, customers, or jurisdiction unless Company expressly agrees in writing to perform a defined compliance service.

20.3 No Legal, Tax, or Accounting Advice

Unless Company is separately licensed and expressly retained in writing for such work, Services do not constitute legal, tax, accounting, investment, medical, or other regulated professional advice.

20.4 Right to Refuse Instructions

Company may refuse any instruction it reasonably believes is unlawful, deceptive, infringing, unsafe, fraudulent, or materially inconsistent with applicable third-party rules.

21. Representations and Warranties

Each party represents and warrants that:

• it has authority to enter into the Agreement;
• execution and performance do not knowingly violate another binding agreement applicable to that party;
• it will materially comply with laws directly applicable to its own performance under the Agreement; and
• information it supplies for the engagement will not knowingly be materially false or misleading.

Client additionally represents and warrants that it possesses all required rights and authorizations for Client Materials, Client accounts, data, systems, audiences, and instructions supplied to Company.

22. Disclaimer of Warranties and Results

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR WARRANTIES EXPRESSLY STATED IN A SERVICE AGREEMENT, THE WEBSITE, SERVICES, DELIVERABLES, AND COMPANY MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE."

COMPANY DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

COMPANY DOES NOT WARRANT THAT ANY WEBSITE, SOFTWARE, CAMPAIGN, DELIVERABLE, THIRD-PARTY INTEGRATION, OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, COMPATIBLE WITH ALL FUTURE SYSTEMS, OR ACHIEVE A PARTICULAR BUSINESS, MARKETING, FINANCIAL, SEARCH, SALES, OR TECHNICAL RESULT.

CLIENT ACKNOWLEDGES THAT BUSINESS, SOFTWARE, MARKETING, ADVERTISING, SEO, SECURITY, AND TECHNOLOGY ACTIVITIES INVOLVE INHERENT UNCERTAINTIES AND THIRD-PARTY DEPENDENCIES.

23. Limitation of Liability

23.1 Excluded Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, OR AFFILIATES WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

23.2 Aggregate Liability Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR SERVICE AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID TO COMPANY UNDER THAT SERVICE AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

For a claim arising solely from Website use with no paid Service Agreement, Company's aggregate liability will not exceed one hundred U.S. dollars ($100).

23.3 Single Cap

The liability cap is cumulative and not multiplied by the number of claims, theories, incidents, parties, or Deliverables.

23.4 Allocation of Risk

The parties agree that the limitations in this Section allocate commercial risk and are reflected in pricing.

23.5 Non-Excludable Liability

Nothing in the Agreement excludes liability that cannot lawfully be excluded or limited. Any such liability is limited to the maximum extent permitted by law.

24. Indemnification

24.1 Client Indemnity

Client will defend, indemnify, and hold harmless Company and its members, managers, employees, affiliates, and contractors from third-party claims, damages, judgments, penalties, liabilities, and reasonable attorneys' fees arising from or relating to:

• Client Materials or Client instructions that infringe or violate third-party rights;
• Client's products, services, business practices, offers, claims, or regulated activities;
• Client's unlawful use of Services or Deliverables;
• Client's breach of Sections 5, 11, 12, 18, 20, or 21;
• Client-provided data, contact lists, audience data, credentials, or account access;
• disputes between Client and Client's customers, employees, contractors, vendors, or other third parties, except to the extent directly caused by Company's breach; or
• Client's gross negligence, fraud, or willful misconduct.

24.2 Company Indemnity for Final Deliverables

If expressly included in the applicable Service Agreement, Company will defend Client against a third-party claim that a final Deliverable created solely by Company and used by Client as authorized directly infringes a United States copyright or trademark, subject to the exclusions and procedures below.

Company has no obligation for claims arising from Client Materials, Client instructions, third-party components, modifications not made by Company, combinations not supplied by Company, continued use after notice, or uses outside the agreed scope.

24.3 Procedure

The indemnified party must provide prompt written notice and reasonable cooperation. The indemnifying party controls the defense and settlement, but may not enter a settlement that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified party without that party's written consent.

25. Insurance and Risk Allocation

Client is responsible for maintaining insurance appropriate to its own operations, products, services, data, employees, advertising, and industry risks. Company is not Client's insurer, fiduciary, guarantor, or risk manager. Any insurance requirements imposed on Company must be stated in the applicable Service Agreement before work begins.

26. Acceptable Use and Prohibited Conduct

You may not use the Website, Services, Deliverables, Company systems, or Company-provided access to:

• violate applicable law or third-party rights;
• commit fraud, impersonation, deception, harassment, or abuse;
• transmit malicious code or interfere with system integrity;
• gain unauthorized access to systems, accounts, data, or credentials;
• circumvent access controls or security measures;
• scrape or systematically extract Website content without written permission where such restriction is legally enforceable;
• infringe intellectual-property, privacy, publicity, contractual, or confidentiality rights;
• send unlawful communications or operate unlawful campaigns;
• use Company Materials to build or train a directly competing commercial product except as expressly authorized; or
• misrepresent Company as endorsing Client, Client's products, or Client's statements.

Company may suspend access reasonably necessary to stop or investigate prohibited conduct.

27. Publicity and Portfolio Rights

Unless a Service Agreement states otherwise or Client gives Company written notice before public launch that the engagement is confidential, Company may identify Client's business name and display publicly released, non-confidential Deliverables in Company's portfolio, credentials, case-study index, pitch materials, and award submissions.

Company will not disclose Client's non-public performance metrics, confidential strategy, private data, or unpublished materials without Client's permission.

Client may revoke future promotional use for reasonable confidentiality or brand-sensitivity concerns by written notice; revocation does not require Company to recall already distributed physical materials or archived historical records.

28. Non-Solicitation of Company Personnel

During an active Service Agreement and for twelve (12) months afterward, Client will not knowingly solicit for employment or direct independent contracting any Company employee or contractor who materially worked on Client's engagement, except through a general solicitation not specifically directed at that person.

This Section will apply only to the extent enforceable under applicable law and only to protect legitimate business interests recognized by law. It does not prohibit a person from independently seeking employment without targeted solicitation by Client.

29. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including severe weather, natural disaster, fire, war, terrorism, civil unrest, epidemic, pandemic, governmental action, labor disruption involving third parties, widespread internet or utility failure, cyberattack not caused by the affected party's failure to use reasonable safeguards, or material third-party provider outage.

The affected party will provide reasonable notice when practicable and use commercially reasonable efforts to resume performance.

Force majeure does not excuse Client's obligation to pay for Services already performed or non-cancellable commitments already incurred.

30. Dispute Resolution; Governing Law; Venue

30.1 Governing Law

The Agreement is governed by Florida law, without regard to conflict-of-law rules.

30.2 Business Discussion

Except for claims involving nonpayment, confidentiality, intellectual property, unauthorized system access, or urgent injunctive relief, the parties will first attempt in good faith to resolve a dispute through business-level discussions for at least fifteen (15) days after written notice.

30.3 Mediation

If the dispute remains unresolved, either party may request non-binding mediation in Duval County, Florida. Mediation is a condition precedent to filing ordinary civil litigation only if the parties mutually agree to a mediator within ten (10) business days after the request. This provision does not prevent collection actions or requests for temporary or emergency relief.

30.4 Exclusive Venue

Subject to any applicable federal jurisdictional requirements, the parties consent to exclusive venue in the state courts located in Duval County, Florida, or the United States District Court having jurisdiction over Duval County, Florida.

30.5 Jury-Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT.

30.6 Individual Proceedings

TO THE FULLEST EXTENT PERMITTED BY LAW, CLAIMS WILL BE ASSERTED ONLY ON AN INDIVIDUAL PARTY BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION.

30.7 Attorneys' Fees

In an action or proceeding to enforce the Agreement, the prevailing party is entitled to recover reasonable attorneys' fees and taxable costs to the extent permitted by law.

30.8 Contractual Limitations Period

To the fullest extent permitted by law, a claim arising from a Service Agreement must be commenced within one (1) year after the claimant knew or reasonably should have known of the facts giving rise to the claim, and in no event later than any shorter non-waivable statutory deadline. This provision does not shorten any limitations period that applicable law prohibits the parties from shortening.

30.9 Equitable Relief

Nothing in this Section prevents either party from seeking temporary, preliminary, or permanent injunctive relief for actual or threatened misuse of Confidential Information, infringement or misuse of intellectual property, unauthorized system access, or other harm for which monetary damages would be inadequate.

31. Electronic Communications and Notices

31.1 Electronic Transactions

The parties consent to electronic records, electronic signatures, and electronic communications to the extent permitted by applicable law.

31.2 Routine Communications

Project communications, approvals, and ordinary notices may be sent by email or through an agreed project-management or client-portal system.

31.3 Formal Legal Notices

Formal notices of breach, termination for cause, indemnity claims, or legal disputes must be sent by email to the legal notice address stated in Section 36 and to any additional notice address stated in the Service Agreement. Notice is effective when the sender receives confirmation of delivery or on the next business day after transmission unless the sender receives a delivery-failure notice.

31.4 Marketing Communications

Marketing messages are separate from transactional or service communications. Recipients may opt out of marketing communications using the provided unsubscribe mechanism or other method required by applicable law.

32. Changes to Website Terms

32.1 Website Updates

Company may revise these Terms for prospective Website use. The current version will state its Last Updated date.

32.2 Active Service Agreements

A material change posted to the Website will not retroactively alter the economic terms, ownership rights, liability allocation, or other material terms of an already-effective Service Agreement unless the Service Agreement permits that change or the parties otherwise agree in writing.

32.3 Continued Website Use

Continued use of the Website after revised Website Terms become effective constitutes acceptance of those Website-use terms to the extent permitted by law.

33. Assignment

33.1 Client Assignment

Client may not assign a Service Agreement without Company's prior written consent, except as part of a bona fide merger or sale of substantially all of Client's business or assets if the assignee assumes the Agreement in writing and is not a direct competitor of Company.

33.2 Company Assignment

Company may assign the Agreement to an affiliate or successor in connection with a merger, restructuring, financing, acquisition, or sale of substantially all relevant assets or business.

33.3 Binding Effect

The Agreement binds and benefits the parties and their permitted successors and assigns.

34. General Contract Terms

34.1 Independent Contractors

The parties are independent contractors. Nothing creates an employment, partnership, franchise, fiduciary, joint-venture, or agency relationship.

34.2 No Authority to Bind

Neither party may bind the other unless expressly authorized in writing.

34.3 Entire Agreement

The Agreement is the complete agreement concerning its subject matter and supersedes prior or contemporaneous discussions and understandings concerning that subject matter.

34.4 Amendment

Except for prospective Website Terms under Section 32, an amendment to an active Service Agreement must be in writing and accepted by authorized representatives of both parties.

34.5 Severability and Reformation

If a provision is invalid or unenforceable, it will be enforced to the maximum extent permitted and, where lawful, modified to the minimum extent necessary to make it enforceable. The remaining provisions remain effective.

34.6 Waiver

A waiver must be in writing. Failure to enforce a provision is not a waiver of future enforcement.

34.7 No Third-Party Beneficiaries

The Agreement creates no third-party beneficiary rights except for persons expressly protected by an indemnity, liability limitation, or similar provision.

34.8 Headings

Headings and the Table of Contents are for convenience and do not alter interpretation.

34.9 Interpretation

"Include" and "including" mean "include without limitation" and "including without limitation." The Agreement will not be construed against a party merely because that party or its counsel drafted it.

34.10 Counterparts

Service Agreements may be executed in counterparts and by electronic signature.

35. Survival

Provisions that by their nature should survive termination will survive, including payment obligations, accepted ownership and license provisions, confidentiality, disclaimers, liability limitations, indemnification, dispute-resolution provisions, restrictions on Company Materials, and accrued rights and remedies.

36. Contact Information

Questions and legal notices concerning these Terms may be sent to:

XJOSE LLC

Consulting, custom software development, marketing, growth, and related professional services

Email: [email protected]

For privacy-specific requests, use the contact method stated in the current Privacy Policy.