Effective Date: January 1, 2024 | Last Updated: January 1, 2024
These Terms of Service (the Terms) constitute a legally binding agreement between you (the Client, you, or your) and JAS INVESTMENT HOLDINGS LLC, a Utah limited liability company (the Company, we, us, or our), with its principal place of business at 6960 Canyon Dr, Park City, UT 84098-5386, United States. By accessing or using our website located at jasinvestment.hair (the Site), engaging our computer systems design and IT infrastructure consulting services (the Services), or otherwise interacting with our business, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.
If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In such case, the terms Client, you, and your shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with any provision of these Terms, you must not accept these Terms and may not access or use the Site or Services.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. When we make material changes, we will post the updated Terms on this page with a revised Last Updated date and, where appropriate, provide notice via email or a prominent notice on the Site. Your continued use of the Site or Services following the posting of changes constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.
JAS INVESTMENT HOLDINGS LLC provides computer systems design and IT infrastructure consulting services. Our Services include, but are not limited to:
The specific scope, deliverables, timeline, and pricing for any engagement shall be set forth in a separate written proposal, statement of work, or service agreement executed by both parties (SOW). In the event of any conflict between these Terms and a SOW, the SOW shall govern with respect to the specific engagement described therein.
To enable us to perform the Services effectively, you agree to:
You acknowledge that delays or failures caused by your failure to meet these obligations may impact project timelines and may result in additional fees, which we will communicate to you in advance. We shall not be liable for any delays or failures arising from your failure to fulfill your obligations under this section.
Fees for Services shall be as set forth in the applicable SOW. Unless otherwise stated in the SOW, fees for professional services are billed on a time-and-materials basis at the rates specified in the SOW, and expenses are billed at cost. Fixed-price engagements shall specify the total project fee, milestone payments, and payment schedule in the SOW.
We will issue invoices in accordance with the schedule set forth in the SOW. Unless otherwise stated, invoices are due and payable within thirty (30) calendar days from the invoice date. All fees are quoted and payable in United States Dollars (USD).
Any amount not paid by the due date shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date payment is received in full. You shall be responsible for all reasonable costs of collection, including attorneys fees, incurred by us in connection with the collection of overdue amounts.
All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments of any nature, including value-added tax, sales tax, use tax, and withholding tax (collectively, Taxes). You are responsible for paying all Taxes associated with your purchase of Services, excluding taxes based on our net income. If we have the legal obligation to pay or collect Taxes for which you are responsible, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate.
You agree to reimburse us for reasonable out-of-pocket expenses incurred in connection with the performance of Services, including travel, lodging, meals, shipping, and third-party software or hardware procurement, provided such expenses are pre-approved by you in writing or via email. Expense reimbursement shall be invoiced separately or included in regular invoices, with supporting documentation provided upon request.
Each party retains all right, title, and interest in and to its pre-existing intellectual property, including but not limited to software, methodologies, frameworks, tools, documentation, know-how, trade secrets, patents, copyrights, and trademarks (Pre-Existing IP). Nothing in these Terms or any SOW shall be construed as transferring ownership of either partys Pre-Existing IP to the other party.
To the extent that we incorporate any of our Pre-Existing IP into the deliverables developed for you, we hereby grant you a perpetual, irrevocable, worldwide, non-exclusive, non-transferable, royalty-free license to use such Pre-Existing IP solely as part of and in connection with the deliverables, and solely for your internal business purposes.
Unless otherwise agreed in the SOW, upon full and final payment of all fees due under the applicable SOW, we assign to you all right, title, and interest in and to the deliverables and work product specifically created for you under that SOW (the Work Product), excluding any Pre-Existing IP embedded therein. This assignment is subject to our retained rights in Pre-Existing IP and our right to use general knowledge, skills, experience, ideas, concepts, and techniques acquired during the engagement.
Until full payment is received for the applicable SOW, all Work Product and deliverables remain our sole and exclusive property, and we grant you a limited, non-exclusive, non-transferable, revocable license to use such Work Product for evaluation and testing purposes only. Upon receipt of full payment, the assignment described in Section 5.2 takes effect.
Certain third-party software, hardware, or materials may be recommended, procured, or integrated as part of the Services. Such third-party materials are subject to their respective license terms and end-user agreements, and we make no representations or warranties regarding third-party materials. You are responsible for reviewing and complying with all applicable third-party license terms.
Confidential Information means any non-public information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party), whether orally, in writing, or through any other medium, 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. Confidential Information includes, without limitation:
The Receiving Party agrees to: (a) protect the Disclosing Partys Confidential Information using the same degree of care it uses to protect its own confidential information of like nature, but in no event less than reasonable care; (b) use Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms and the applicable SOW; and (c) not disclose Confidential Information to any third party without the Disclosing Partys prior written consent, except to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this section.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Partys Confidential Information.
The Receiving Party may disclose Confidential Information if required by law, regulation, court order, or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonable cooperation in seeking a protective order or other appropriate remedy.
The obligations of confidentiality under this section shall survive the termination or expiration of these Terms and any SOW for a period of three (3) years, or indefinitely with respect to trade secrets and personally identifiable information.
Each party represents and warrants to the other that: (a) it has the full right, power, and authority to enter into these Terms and perform its obligations hereunder; (b) the execution and performance of these Terms does not violate any other agreement or obligation to which it is bound; and (c) it shall comply with all applicable laws and regulations in the performance of its obligations under these Terms.
We warrant that the Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards. As your sole and exclusive remedy, and our entire liability, for any breach of this warranty, we shall re-perform the non-conforming Services at no additional charge, provided that you notify us in writing of the non-conformance within thirty (30) days of the completion of the applicable Services.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.2, THE SERVICES, SITE, AND ALL DELIVERABLES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES OR DELIVERABLES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY PARTICULAR SYSTEM OR SOFTWARE, OPERATE WITHOUT INTERRUPTION OR ERROR, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JAS INVESTMENT HOLDINGS LLC, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN THE CASE OF CLAIMS ARISING FROM USE OF THE SITE ONLY WHERE NO SOW EXISTS, OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).
You acknowledge and agree that the limitations and exclusions of liability set forth in this Section 8 are fundamental elements of the basis of the bargain between you and us, and that we would not be able to provide the Services or maintain the Site on an economically reasonable basis without such limitations. The parties agree that these limitations represent a reasonable allocation of risk and shall apply even if any remedy fails of its essential purpose.
Nothing in these Terms shall limit or exclude liability for: (a) death or personal injury caused by gross negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by applicable law. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations above may not apply to you.
You agree to indemnify, defend, and hold harmless JAS INVESTMENT HOLDINGS LLC, its members, managers, officers, employees, agents, subcontractors, and affiliates from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys fees) arising out of or related to: (a) your breach of any representation, warranty, or obligation under these Terms or any SOW; (b) your violation of any applicable law, regulation, or third-party right; (c) any claim that your data, systems, or Pre-Existing IP infringes, misappropriates, or violates any third-party intellectual property or privacy right; or (d) your negligent or willful misconduct.
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) provide the indemnifying party with sole control of the defense and settlement of the claim (provided the indemnifying party may not settle any claim that imposes any admission of fault or liability on the indemnified party without its prior written consent); and (c) provide reasonable cooperation, at the indemnifying partys expense, in the defense and settlement of the claim.
These Terms shall remain in full force and effect while you access or use the Site or until all SOWs between the parties have been completed or terminated in accordance with this Section 10.
Unless otherwise specified in the applicable SOW, either party may terminate any SOW without cause by providing thirty (30) days prior written notice to the other party. In the event of termination for convenience by you, you shall pay us for all Services performed, expenses incurred, and non-cancellable commitments made through the effective date of termination, plus any applicable early termination fees set forth in the SOW.
Either party may terminate any SOW or these Terms immediately upon written notice if the other party: (a) commits a material breach of these Terms or the SOW and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; or (b) becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, ceases to conduct business in the ordinary course, or has a receiver or similar official appointed for its business or assets.
Upon termination or expiration of any SOW: (a) all rights and licenses granted to you under such SOW shall immediately terminate (except as provided in Section 5.2 regarding fully paid Work Product); (b) you shall immediately pay all outstanding fees and expenses due under such SOW; (c) each party shall, within thirty (30) days, return or destroy (at the Disclosing Partys option) all Confidential Information of the other party in its possession or control, except that each party may retain one copy for archival and legal compliance purposes; and (d) each party shall return or destroy all property of the other party in its possession.
The provisions of these Terms that by their nature are intended to survive termination or expiration shall so survive, including but not limited to Sections 4 (Payment Terms), 5 (Intellectual Property Rights), 6 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), 10.4 (Effect of Termination), 10.5 (Survival), 11 (Disclaimers Regarding Site), 12 (Third-Party Links and Services), 13 (Governing Law and Dispute Resolution), and 15 (General Provisions).
Your use of the Site is at your sole risk. We do not warrant that: (a) the Site will meet your specific requirements or expectations; (b) the Site will be uninterrupted, timely, secure, or error-free; (c) the results obtained from use of the Site will be accurate, complete, or reliable; (d) any errors or defects in the Site will be corrected; or (e) the Site or the servers that make it available are free of viruses, malware, or other harmful components.
We reserve the right to modify, suspend, or discontinue the Site or any part thereof at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Site.
While we endeavor to provide accurate and up-to-date information on the Site, we make no representations or warranties as to the accuracy, completeness, reliability, or currency of any content, materials, or information available on or through the Site. Any reliance on such content, materials, or information is at your own risk. The information on the Site is provided for general informational purposes only and does not constitute professional advice.
The Site and our Services may contain links to, integrate with, or utilize third-party websites, applications, hardware, software, and services that are not owned or controlled by JAS INVESTMENT HOLDINGS LLC. We have no control over, and assume no responsibility for, the content, privacy policies, terms of service, or practices of any third-party websites or services.
You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such third-party content, goods, or services available on or through any such third-party websites or services. We strongly recommend that you review the terms and conditions and privacy policies of any third-party websites or services that you visit or use.
Any integration of third-party products or services into your infrastructure as part of a SOW is subject to the applicable third-party license terms and warranty disclaimers. We make no independent representations or warranties regarding third-party products or services and disclaim all liability related thereto.
These Terms and any dispute arising out of or related to them, including the Site, the Services, and any SOW, shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms.
Except as set forth in Section 13.3, any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Summit County, Utah, and each party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.
Before initiating litigation, the parties agree to attempt to resolve any dispute informally through good-faith negotiations for a period of at least thirty (30) days. If the dispute is not resolved through negotiation, the parties agree to submit the dispute to confidential mediation administered by a mutually agreed mediator in Summit County, Utah, with the costs of mediation shared equally. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, with the arbitration to take place in Summit County, Utah. The arbitration award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.
Notwithstanding Section 13.3, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent or remedy: (a) the actual or threatened infringement, misappropriation, or violation of its intellectual property rights; (b) the actual or threatened breach of confidentiality obligations; or (c) any other claim for which injunctive relief is appropriate. The parties agree that such relief may be sought without posting bond and without the necessity of proving actual damages.
Neither party shall be liable for any failure or delay in performance of its obligations under these Terms or any SOW (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil unrest, labor strikes or lockouts, internet or telecommunications failures, power outages, denial-of-service attacks, or governmental action (each a Force Majeure Event). The affected party shall promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate the affected SOW upon written notice, and you shall pay us for all Services performed and expenses incurred through the date of termination.
These Terms, together with any SOWs executed by the parties, constitute the entire agreement between you and JAS INVESTMENT HOLDINGS LLC concerning the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, representations, and communications, whether oral or written.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect. The parties agree that the court shall have the authority to modify or reform the invalid provision to the minimum extent necessary to render it valid, legal, and enforceable while preserving its original intent as closely as possible.
No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.
You may not assign or transfer these Terms, or any of your rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. We may assign or transfer these Terms, in whole or in part, without your consent to: (a) an affiliate; (b) in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets; or (c) to any other entity, provided we give you written notice. Any attempted assignment in violation of this section shall be null and void.
The relationship between you and JAS INVESTMENT HOLDINGS LLC is that of an independent contractor. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has the authority to bind the other or incur obligations on the others behalf without prior written consent.
All notices, requests, consents, claims, demands, waivers, and other communications under these Terms shall be in writing and shall be delivered: (a) by email (with confirmation of receipt); (b) by certified or registered mail (return receipt requested); or (c) by a nationally recognized overnight courier. Notices to JAS INVESTMENT HOLDINGS LLC shall be sent to hello@jasinvestment.hair, with a physical copy to 6960 Canyon Dr, Park City, UT 84098-5386, United States. Notices to you shall be sent to the email address or physical address you provide in connection with your engagement of our Services.
These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any person or entity other than the parties any legal or equitable right, benefit, or remedy of any nature.
The section headings in these Terms are for convenience of reference only and shall not affect the interpretation or construction of any provision. The word including means including without limitation. Unless the context requires otherwise, the singular includes the plural and vice versa.
If you have any questions, concerns, or inquiries regarding these Terms of Service, or if you need to send any legal notices under these Terms, please contact us using the information below. We will make every effort to respond to your inquiry within a reasonable timeframe.
JAS INVESTMENT HOLDINGS LLC
6960 Canyon Dr
Park City, UT 84098-5386
United States
Email: hello@jasinvestment.hair
Phone: +1 (980) 998-6685