Terms of Service

1. Acceptance of Terms

By accessing or using the website at https://www.rwjsantaclara.lol (the Site) operated by RWJ Santa Clara, LLC (we, us, or our), you agree to be bound by these Terms of Service. If you do not agree with any part of these terms, you must not access or use the Site. These terms apply to all visitors, users, and anyone accessing the Site.

2. Description of Services

RWJ Santa Clara, LLC provides professional computer systems design, integrated systems engineering, and technical consulting services within the Professional, Scientific, and Technical Services sector. Our services include systems architecture, integration planning, technical consulting, and related advisory services delivered to clients across the United States.

3. Intellectual Property

All content on this Site -- including text, graphics, logos, design elements, software, and documentation -- is the exclusive property of RWJ Santa Clara, LLC or its licensors and is protected by United States and international intellectual property laws. You are granted a limited, non-exclusive, revocable license to access and use the Site for lawful, personal, non-commercial purposes.

4. User Obligations

• You must provide accurate information when using contact forms or service inquiry channels
• You must not engage in any activity that disrupts or interferes with Site operations
• You must not attempt unauthorized access to any portion of the Site or its systems
• You must not transmit viruses, malware, or any harmful code
• You must not scrape, harvest, or systematically extract data from the Site
• You must not impersonate any person or entity in communications

5. Prohibited Activities

The following activities are strictly prohibited when using our Site or services:

• Violating any applicable federal, state, or local law or regulation
• Using automated tools, bots, or scrapers without our written authorization
• Engaging in denial-of-service attacks or other disruptive activities
• Framing or mirroring any part of the Site without prior consent
• Submitting false or misleading information through forms or communications
• Accessing systems or data without proper authorization
• Interfering with security-related features of the Site

6. Limitation of Liability

To the fullest extent permitted by applicable law, RWJ Santa Clara, LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to your use of the Site or services, including but not limited to loss of profits, data, or business opportunity. Our total aggregate liability shall not exceed the fees paid by you to us in the twelve months preceding the claim.

7. Disclaimer of Warranties

The Site and all services are provided on an as is and as available basis. We expressly disclaim all warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Site will be uninterrupted, error-free, secure, or free of viruses.

8. Indemnification

You agree to indemnify, defend, and hold harmless RWJ Santa Clara, LLC, its members, managers, employees, and agents from any claims, damages, losses, liabilities, and expenses arising from your use of the Site, your violation of these Terms, or your infringement of any third-party rights.

9. Payment Terms

Project-based services are governed by separate Statements of Work executed by both parties. Retainer engagements operate on monthly billing cycles. Standard payment terms are net 30 days from invoice date unless otherwise specified in a written agreement. Late payments may incur interest at the rate of 1.5% per month.

10. Confidentiality

During the course of our business relationship, both parties may disclose confidential information. Each party agrees to maintain such information in confidence for a period of three years following disclosure, to use it solely for the intended business purpose, and to limit access to personnel with a need to know. This obligation does not apply to information that is publicly known or independently developed.

11. Service Level Expectations

Our engagements are executed with reasonable care and professional judgment consistent with industry standards for computer systems design services. We aim to meet all project milestones and deliverables as outlined in the relevant Statement of Work. Response times for support-related communications are typically within two business days, though urgent matters receive priority handling.

We do not guarantee specific uptime or availability metrics for client systems unless such guarantees are explicitly included in a signed Statement of Work. Our role is to design and integrate systems to the specifications agreed upon, and we cannot guarantee outcomes dependent on factors beyond our control, including third-party software behavior, internet connectivity, or client-side operational practices.

12. Subcontracting and Assignment

We reserve the right to engage qualified subcontractors, consultants, or third-party specialists to fulfill specific portions of a project when such engagement serves the best interests of the client. Any subcontractor engaged by us shall be bound by confidentiality and performance obligations consistent with this agreement.

Neither party may assign their rights or obligations under these Terms without the prior written consent of the other party, except that we may assign this agreement in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided the assignee agrees to be bound by these Terms.

14. Third-Party Links and Services

Our Site may contain links to third-party websites, services, or resources. We do not endorse and are not responsible for the content, products, or practices of these third parties. Accessing third-party sites is at your own risk, and we encourage you to review their terms and privacy policies.

15. Termination

We reserve the right to suspend or terminate your access to the Site at any time, without prior notice, for any breach of these Terms or conduct that we determine to be harmful to our operations, users, or reputation. Sections that by their nature should survive termination shall survive, including intellectual property provisions, limitations of liability, indemnification, and governing law.

16. Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Arizona and applicable United States federal law, without regard to conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts of Maricopa County, Arizona.

17. Dispute Resolution

1. Informal Resolution: Parties shall attempt to resolve disputes through informal negotiation for a period of 30 days
2. Mediation: If informal resolution fails, the parties agree to mediate in good faith in Maricopa County, Arizona, before a mutually agreed mediator
3. Arbitration: As a final resort, disputes may be submitted to binding arbitration in accordance with Arizona alternative dispute resolution rules
4. Waiver of Class Actions: All disputes shall be resolved on an individual basis. You waive the right to participate in class action lawsuits

18. Force Majeure

Neither party shall be held liable for delays or failures in performance caused by circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, pandemic, fire, flood, earthquakes, strikes, government actions, or disruptions in telecommunications or internet services.

19. Entire Agreement

These Terms of Service, together with any Statements of Work, service agreements, and policies referenced herein, constitute the entire agreement between you and RWJ Santa Clara, LLC regarding your use of the Site, superseding all prior or contemporaneous agreements, communications, and proposals.

20. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated through our Site or via email. Your continued use of the Site after changes are posted constitutes acceptance of the revised Terms.

21. Waiver and Severability

Our failure to enforce any provision of these Terms shall not constitute a waiver of such provision. If any provision is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. No waiver of any term shall be binding unless in writing and signed by an authorized representative.

22. Contact Information