Terms of Service

1. Services Provided

1.1 Service Description

PTKJ provides professional technology consulting and implementation services, including but not limited to:

• Custom software development and application design
• Cloud infrastructure architecture and deployment
• Hardware as a service and bare metal provisioning
• Security and compliance implementation
• Network design and global connectivity solutions
• Managed services and ongoing support
• Technology consulting and strategic advisory

1.2 Service Agreements

Specific services are governed by individual Statements of Work (SOW), Master Service Agreements (MSA), or project contracts that detail deliverables, timelines, pricing, and terms. These Terms supplement and are incorporated into all service agreements.

1.3 Service Modifications

Except as provided in an active SOW or MSA, PTKJ reserves the right to modify, suspend, or discontinue any aspect of our website offerings or non-contracted services at any time. We will provide reasonable notice of material changes that affect active client engagements, and such changes will not affect the terms of existing service agreements without mutual written consent.

1.4 Service Levels

Service level agreements (SLAs), including uptime commitments, response times, and service credits (if any), will be defined in applicable SOWs or managed services agreements. Unless explicitly stated in a service agreement, no specific SLA or performance guarantee is provided.

2. Client Responsibilities

2.1 Accurate Information

You agree to provide accurate, complete, and current information when engaging our services, including business requirements, technical specifications, and project details.

2.2 Cooperation and Access

You agree to:

• Provide timely access to necessary systems, resources, and personnel
• Respond to information requests within reasonable timeframes
• Designate authorized representatives for decision-making
• Review and approve deliverables according to project timelines
• Maintain appropriate backup and disaster recovery procedures

2.3 Compliance with Laws

You are responsible for ensuring that your use of our services complies with all applicable laws, regulations, and industry standards in your jurisdiction.

2.4 Acceptable Use

You agree not to use our services to:

• Engage in illegal activities or violate applicable laws
• Infringe upon intellectual property rights of third parties
• Transmit malicious code, viruses, or harmful content
• Attempt unauthorized access to our systems or infrastructure
• Interfere with the services provided to other clients

3. Payment Terms

3.1 Pricing and Invoicing

Service pricing is specified in individual SOWs or service agreements. Unless otherwise stated:

• Invoices are issued according to project milestones or monthly billing cycles
• Payment is due within 30 days of invoice date
• Late payments may incur interest charges at the rate of 1.5% per month or the maximum permitted by law
• All fees are quoted and payable in U.S. Dollars

3.2 Expenses and Reimbursements

Client agrees to reimburse pre-approved expenses incurred in connection with service delivery, including third-party software licenses, cloud infrastructure costs, hardware procurement, and travel expenses.

3.3 Taxes

Fees do not include applicable sales, use, value-added, or other taxes. Client is responsible for all taxes except those based on PTKJ's net income.

3.4 Suspension for Non-Payment

We reserve the right to suspend services if payment is more than 15 days overdue, following written notice and a 10-day opportunity to cure. Suspension does not relieve Client of payment obligations.

4. Intellectual Property

4.1 Client-Owned IP

You retain all ownership rights to your pre-existing intellectual property, data, content, and materials provided to us ("Client IP"). You grant PTKJ a limited license to use Client IP solely for the purpose of delivering services.

4.2 PTKJ-Owned IP

PTKJ retains ownership of all pre-existing tools, methodologies, frameworks, code libraries, and intellectual property developed independently of client engagements ("PTKJ IP").

4.3 Work Product Ownership

Unless otherwise specified in a service agreement:

• Custom-developed software, applications, and deliverables created specifically for Client ("Work Product") will be owned by Client upon full payment
• PTKJ may incorporate PTKJ IP into Work Product, with Client receiving a perpetual, non-exclusive license to use such PTKJ IP as part of the Work Product
• PTKJ retains the right to use general knowledge, skills, and experience gained during the engagement

4.4 Third-Party Software

Any third-party software, libraries, or components incorporated into deliverables are subject to their respective licenses. Client is responsible for compliance with third-party license terms.

5. Confidentiality

5.1 Confidential Information

Each party agrees to protect the confidential and proprietary information of the other party, including but not limited to:

• Business strategies, financial information, and operational data
• Technical specifications, source code, and system architectures
• Customer data, proprietary processes, and trade secrets
• Information designated as confidential or that reasonably should be considered confidential

5.2 Confidentiality Obligations

Both parties agree to:

• Maintain confidential information in strict confidence
• Use confidential information only for authorized purposes
• Restrict access to employees and contractors with a need to know
• Implement reasonable security measures to protect confidentiality
• Return or destroy confidential information upon request or termination

5.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was rightfully in possession prior to disclosure
• Is independently developed without use of confidential information
• Is disclosed with written consent
• Must be disclosed pursuant to legal requirements

6. Warranties and Disclaimers

6.1 PTKJ Warranties

PTKJ warrants that:

• Services will be performed in a professional and workmanlike manner
• We have the necessary rights and authority to deliver the services
• Services will substantially conform to specifications in the applicable SOW
• We will comply with applicable laws and regulations in performing services

6.2 Client's Sole Remedy

Client's sole remedy for breach of warranty is re-performance of non-conforming services at no additional charge or, if re-performance is not feasible, a refund of fees paid for the non-conforming services. Warranty claims must be made within 60 days of delivery of the relevant services or deliverables.

6.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, PTKJ PROVIDES SERVICES "AS IS" 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, OR ERROR-FREE OPERATION.

PTKJ does not warrant that services will meet all client requirements, operate without interruption, or be completely free of defects.

7. Limitation of Liability

7.1 Consequential Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Liability Cap

PTKJ'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PTKJ IN THE 12 MONTHS PRECEDING THE CLAIM, OR $25,000, WHICHEVER IS GREATER.

7.3 Exceptions

The limitations in this section do not apply to:

• Either party's indemnification obligations
• Breaches of confidentiality obligations
• Violations of intellectual property rights
• Gross negligence or willful misconduct
• Liabilities that cannot be limited by applicable law

8. Indemnification

8.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless PTKJ from claims arising from:

• Client's use of deliverables in violation of law or third-party rights
• Client IP or materials provided by Client
• Client's breach of these Terms or service agreements
• Negligence or willful misconduct by Client

8.2 PTKJ Indemnification

PTKJ agrees to indemnify Client from third-party claims that Work Product developed by PTKJ infringes the intellectual property rights of a third party, provided that:

• Client provides prompt written notice of the claim
• PTKJ has sole control of defense and settlement
• Client provides reasonable cooperation

PTKJ may, at its option, modify the Work Product to be non-infringing, obtain rights for continued use, or refund fees paid.

9. Data Protection and Security

9.1 Data Protection Measures

PTKJ will implement and maintain commercially reasonable administrative, technical, and organizational measures designed to protect Client data from unauthorized access, disclosure, alteration, or destruction. These measures are consistent with industry standards for technology consulting and infrastructure services.

9.2 Data Processing

When PTKJ processes personal information on behalf of Client, PTKJ acts as a data processor (or service provider under applicable privacy laws). Client retains control and responsibility for determining the purposes and means of processing personal data. A Data Processing Agreement (DPA) or Business Associate Agreement (BAA) may be executed separately as required by applicable law or regulation.

9.3 Compliance with Privacy Laws

PTKJ maintains practices designed to comply with applicable data protection regulations, including GDPR, CCPA, HIPAA (where applicable), and other privacy laws. Client is responsible for ensuring that its use of services and provision of data to PTKJ complies with all applicable privacy and data protection laws in Client's jurisdiction.

9.4 Data Breach Notification

In the event PTKJ becomes aware of unauthorized access to or disclosure of Client data maintained by PTKJ ("Security Incident"), PTKJ will:

• Notify Client without unreasonable delay after becoming aware of the Security Incident
• Investigate the Security Incident and provide available details to Client
• Take reasonable steps to mitigate the effects and prevent recurrence
• Cooperate with Client in any required breach notifications or regulatory reporting

9.5 Data Retention and Deletion

Upon termination or expiration of services, PTKJ will, at Client's written request, return or securely delete Client data in PTKJ's possession, except where retention is required by law or necessary for PTKJ's legitimate business purposes (e.g., backup retention, legal compliance, audit requirements).

9.6 Subprocessors

PTKJ may engage third-party subprocessors (such as cloud infrastructure providers) to assist in delivering services. PTKJ will ensure such subprocessors are bound by appropriate data protection obligations and will maintain a list of subprocessors available to Client upon request.

10. Termination

10.1 Termination for Convenience

Either party may terminate a service agreement for convenience with 30 days' written notice. Client remains responsible for fees for services performed and non-cancellable commitments incurred prior to termination.

10.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 15 days of notice
• Becomes insolvent or files for bankruptcy protection
• Ceases business operations

10.3 Effect of Termination

Upon termination:

• Client shall pay all outstanding fees and approved expenses
• PTKJ will deliver completed Work Product (subject to payment)
• Each party will return or destroy confidential information
• Obligations regarding confidentiality, IP ownership, and indemnification survive termination

11. Dispute Resolution

11.1 Negotiation

In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation between senior executives.

11.2 Mediation

If negotiation does not resolve the dispute within 30 days, the parties agree to participate in mediation administered by a mutually agreed mediator or mediation service.

11.3 Governing Law and Venue

If mediation is unsuccessful, disputes shall be resolved in the state and federal courts located in California, unless the parties mutually agree to binding arbitration. If arbitration is chosen, it shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

11.4 Exceptions

Either party may seek injunctive relief in court for breaches of confidentiality or intellectual property rights without first pursuing mediation or arbitration.

12. Governing Law and Jurisdiction

These Terms and all service agreements shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to conflict of law principles.

Subject to the dispute resolution provisions above, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in California for any legal proceedings.

13. General Provisions

13.1 Entire Agreement

These Terms, together with applicable service agreements, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications regarding the subject matter.

13.2 Amendments

These Terms may only be modified by mutual written agreement of the parties, except that PTKJ may update website-only terms that do not affect active service agreements. Updates to these general Terms will apply only to future engagements and not to active SOWs or MSAs unless mutually agreed in writing.

13.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Waivers must be in writing to be effective.

13.5 Assignment

Client may not assign or transfer these Terms or any service agreement without PTKJ's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. PTKJ may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

13.6 Force Majeure

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

13.7 Independent Contractors

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

13.8 Notices

All notices must be in writing and sent to the addresses specified in the applicable service agreement or to orders@ptkjholdco.com for PTKJ.

13.9 Insurance

PTKJ maintains commercially reasonable insurance coverage customary for technology consulting and infrastructure services firms, including professional liability insurance and general liability insurance. Certificates of insurance are available to clients upon request.

14. Contact Information

For questions regarding these Terms of Service, please contact: