Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and HEA JDG LLC, doing business as Helix JDG ("Company," "we," "our," or "us"), governing your access to and use of our website located at www.helixjdg.surf and all related services, features, and content (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree with these Terms, you must not access or use our Services.

2. Eligibility

By using our Services, you represent and warrant that:

• You are at least 18 years of age or the age of majority in your jurisdiction
• You have the legal capacity to enter into binding contracts
• You are not prohibited from receiving our Services under applicable laws
• All information you provide is accurate, current, and complete
• You will maintain the accuracy of such information

3. Description of Services

Helix JDG provides professional computer systems design and related technical services, including but not limited to:

• Computer systems design and architecture
• Computer integrated systems design and implementation
• Technical consulting and advisory services
• Specialized design services for technical solutions
• System integration and optimization
• Technical support and maintenance services

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time without prior notice.

4. Service Agreements

4.1 Engagement Terms

Specific services will be provided pursuant to separate written agreements, statements of work, or proposals ("Service Agreements") that detail:

• Scope of work and deliverables
• Project timelines and milestones
• Fees, payment terms, and expenses
• Specific terms and conditions applicable to the engagement
• Intellectual property rights and ownership

4.2 Precedence

In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall take precedence with respect to the specific services covered by that agreement.

5. Fees and Payment

5.1 Service Fees

Fees for our Services will be specified in the applicable Service Agreement. Unless otherwise stated:

• All fees are quoted in United States Dollars (USD)
• Fees are exclusive of applicable taxes, duties, and levies
• Payment is due within 30 days of invoice date unless otherwise specified
• Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower

5.2 Expenses

Unless otherwise agreed, you will reimburse us for reasonable out-of-pocket expenses incurred in connection with providing Services, including travel, accommodation, and third-party services.

5.3 Payment Methods

We accept payment via wire transfer, check, or other methods as mutually agreed. You are responsible for any transaction fees associated with your chosen payment method.

5.4 Non-Payment

We reserve the right to suspend or terminate Services if payment is not received when due. Non-payment does not relieve you of your obligation to pay for Services rendered.

6. Intellectual Property Rights

6.1 Company Property

All content, features, and functionality of our website and Services, including but not limited to text, graphics, logos, icons, images, software, and their compilation, are the exclusive property of HEA JDG LLC or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for their intended purpose. This license does not include any right to:

• Modify, copy, or create derivative works
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Remove or alter any proprietary notices
• Use the Services for any commercial purpose without our express written consent
• Transfer, sublicense, or assign your rights

6.3 Work Product

Ownership of work product created under a Service Agreement will be addressed in that agreement. In the absence of specific provisions, we retain ownership of all methodologies, tools, templates, and pre-existing intellectual property, while you receive a license to use deliverables for your internal business purposes.

6.4 Trademarks

"Helix JDG" and related marks are trademarks of HEA JDG LLC. You may not use our trademarks without our prior written permission.

7. Client Responsibilities

To enable us to provide Services effectively, you agree to:

• Provide timely access to necessary information, systems, and personnel
• Respond promptly to requests for decisions and approvals
• Ensure the accuracy and completeness of information provided
• Comply with all applicable laws and regulations
• Maintain appropriate security measures for your systems
• Designate authorized representatives for project communications
• Provide a safe working environment if on-site services are required

8. Confidentiality

8.1 Confidential Information

Each party may have access to confidential information of the other party. "Confidential Information" includes technical data, trade secrets, business information, and any information marked as confidential or that reasonably should be considered confidential.

8.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information only for purposes of the engagement
• Limit disclosure to employees and contractors with a need to know
• Protect Confidential Information with the same degree of care used for its own confidential information, but no less than reasonable care

8.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without confidentiality restrictions
• Must be disclosed pursuant to law or court order (with notice to the disclosing party)

9. Warranties and Disclaimers

9.1 Professional Services Warranty

We warrant that Services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is valid for 30 days from delivery of Services or as otherwise specified in a Service Agreement.

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, OUR SERVICES AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT
• UNINTERRUPTED OR ERROR-FREE OPERATION

WE DO NOT WARRANT THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT DEFECTS WILL BE CORRECTED.

10. Limitation of Liability

10.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HEA JDG LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR USE
• BUSINESS INTERRUPTION
• COST OF SUBSTITUTE SERVICES

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $1,000 USD.

10.3 Exceptions

The limitations in this Section 10 do not apply to:

• Our gross negligence or willful misconduct
• Violations of intellectual property rights
• Breaches of confidentiality obligations
• Liabilities that cannot be limited by law

11. Indemnification

You agree to indemnify, defend, and hold harmless HEA JDG LLC and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• Your violation of these Terms
• Your violation of any law or regulation
• Your violation of any third-party rights
• Your use of the Services
• Any information or content you provide
• Your negligence or willful misconduct

12. Term and Termination

12.1 Term

These Terms remain in effect while you access or use our Services.

12.2 Termination by You

You may terminate your use of our Services at any time by ceasing to access or use them.

12.3 Termination by Us

We may suspend or terminate your access to our Services immediately, without prior notice or liability, for any reason, including if you breach these Terms.

12.4 Effect of Termination

Upon termination:

• Your right to access and use the Services immediately ceases
• You remain liable for all fees and charges incurred prior to termination
• Provisions that by their nature should survive termination shall survive, including intellectual property rights, disclaimers, limitations of liability, and dispute resolution

13. Dispute Resolution

13.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiations for a period of 30 days.

13.2 Arbitration

Any dispute that cannot be resolved informally shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Orange County, California, and judgment on the award may be entered in any court having jurisdiction.

13.3 Class Action Waiver

YOU AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT AS PART OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

13.4 Exceptions

Either party may seek injunctive or equitable relief in court to protect intellectual property rights or confidential information.

14. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms (except for arbitration) shall be brought exclusively in the federal or state courts located in Orange County, California, and you consent to personal jurisdiction in such courts.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any Service Agreements, constitute the entire agreement between you and HEA JDG LLC regarding the Services and supersede all prior agreements and understandings.

15.2 Amendments

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

15.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

15.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, labor disputes, or governmental actions.

15.7 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

15.8 Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any person other than the parties and their permitted successors and assigns.

16. Contact Information

For questions about these Terms of Service, please contact us:

17. Acknowledgment

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.