Legal

Terms of Service

Effective Date: July 1, 2026 — Last Updated: July 1, 2026

Contents

  1. Introduction and Agreement
  2. Definitions
  3. Eligibility and Authority
  4. Services Overview
  5. Client Obligations and Cooperation
  6. Fees, Invoicing, and Payment
  7. Intellectual Property
  8. Confidentiality
  9. Data Protection and Privacy
  10. Warranties and Disclaimers
  11. Limitation of Liability
  12. Indemnification
  13. Term and Termination
  14. Dispute Resolution
  15. General Provisions
  16. Contact Information

1. Introduction and Agreement

These Terms of Service constitute a legally binding agreement between you (whether as an individual, company, or other legal entity) and HNJA Holdings LLC, a United States limited liability company with its principal place of business at 2108 N St Ste N, Sacramento, CA 95816-5712, United States.

By accessing our website at https://www.hnjaholdings.lol, submitting an inquiry, engaging our services, or otherwise interacting with us in a business capacity, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree to these terms, you must not use our website or engage our services.

These Terms of Service apply to all visitors, users, and clients. For clients who execute a separate Master Services Agreement or Statement of Work with HNJA Holdings LLC, the terms of that separate written agreement shall govern the specific engagement; these Terms of Service serve as the default provisions for all other interactions and supplement any separate agreement to the extent not expressly superseded.

2. Definitions

For purposes of these Terms of Service, the following definitions apply:

  • Company, we, us, or our refers to HNJA Holdings LLC.
  • Client, you, or your refers to the individual or entity accessing our website or engaging our services.
  • Services refers to computer systems design, systems integration, cloud architecture, cybersecurity, managed IT, DevOps engineering, advisory consulting, and any related professional services provided by the Company.
  • Deliverables refers to all reports, diagrams, configuration files, code, documentation, architecture specifications, and other work product created by the Company in the course of providing Services.
  • SOW refers to a Statement of Work — a written document describing the scope, timeline, deliverables, fees, and other commercial terms for a specific project or engagement.
  • Confidential Information has the meaning set forth in Section 8 below.

3. Eligibility and Authority

By entering into this agreement, you represent and warrant that: (a) you are at least 18 years of age and have the legal capacity to enter into a binding contract; (b) if you are acting on behalf of a company or other legal entity, you have the authority to bind that entity to these terms; (c) all information you provide to us is truthful, accurate, and complete; and (d) your use of our Services will comply with all applicable laws and regulations.

4. Services Overview

HNJA Holdings LLC provides professional computer systems design and integration services. The scope, deliverables, timeline, and fees for each engagement are defined in a mutually executed SOW or engagement letter. Without limitation, our Services include:

  • Cloud architecture design and migration services across major public cloud platforms
  • On-premise and hybrid infrastructure engineering, including network topology design and data center architecture
  • Cybersecurity assessment, penetration testing, compliance readiness, and security operations integration
  • DevOps pipeline design, CI/CD implementation, and platform engineering
  • Managed IT services, including monitoring, patch management, and disaster recovery planning
  • Technology advisory, vendor selection, and architecture review board facilitation

We reserve the right to modify, suspend, or discontinue any aspect of our website or service offerings at any time without prior notice. We will make reasonable efforts to notify active clients of any changes that materially affect ongoing engagements.

5. Client Obligations and Cooperation

Successful delivery of our Services depends on timely and complete cooperation from you. You agree to:

  • Provide accurate and complete information about your existing systems, infrastructure, requirements, and constraints upon request
  • Grant us reasonable access to systems, facilities, and personnel necessary to perform the Services
  • Designate a point of contact with decision-making authority who will be available to provide direction, approvals, and feedback within agreed timeframes
  • Maintain backups of all data and systems before any migration or integration work begins, unless backup services are explicitly included in the SOW
  • Obtain any third-party consents, licenses, or permissions required for us to access and work with your systems and software
  • Review deliverables and provide feedback within the review periods specified in the applicable SOW

Delays caused by your failure to meet these obligations may result in adjustments to the project timeline and, where applicable, additional charges.

6. Fees, Invoicing, and Payment

Fees for Services are set forth in the applicable SOW or engagement letter. Unless otherwise specified in the SOW:

  • Fixed-price engagements are invoiced according to a milestone schedule defined in the SOW, with each invoice payable within 30 calendar days of the invoice date.
  • Time-and-materials engagements are invoiced bi-weekly or monthly at our then-current rates, with each invoice payable within 15 calendar days of the invoice date.
  • Managed services are invoiced monthly in advance at the agreed recurring rate, payable within 15 calendar days of the invoice date.
  • Expenses — reasonable, pre-approved out-of-pocket expenses incurred in the delivery of Services (such as travel, software licenses, and third-party services) are invoiced at cost and payable on the same schedule as the associated fees.

Payments not received by the due date are considered overdue and will accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less. We reserve the right to suspend or terminate Services if payment is more than 15 days overdue, provided we have given you at least 5 business days written notice of our intent to do so.

All fees are exclusive of applicable sales, use, value-added, and similar taxes, which are your responsibility unless you provide a valid tax exemption certificate.

7. Intellectual Property

7.1 Pre-Existing IP

Each party retains all right, title, and interest in and to its pre-existing intellectual property. Any tools, frameworks, libraries, methodologies, or know-how that we developed prior to or independently of the engagement (Background IP) remain our exclusive property, and we grant you a non-exclusive, perpetual, royalty-free license to use any Background IP embedded in Deliverables solely to the extent necessary to use those Deliverables for their intended purpose.

7.2 Deliverables

Unless otherwise agreed in the SOW, upon full payment of all fees due, we assign to you all right, title, and interest in and to the Deliverables created specifically for you under the applicable SOW, excluding any Background IP embedded therein. We retain a non-exclusive, perpetual, royalty-free license to use generalized knowledge, techniques, and experience gained during the engagement for other clients, provided we do not disclose your Confidential Information.

7.3 Client Materials

You grant us a limited, non-exclusive, royalty-free license to use materials, data, and systems you provide (Client Materials) solely as necessary to perform the Services. You represent that you have all rights necessary to grant this license and that our use of Client Materials as contemplated by the engagement will not infringe any third-party rights.

8. Confidentiality

Confidential Information means all non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party), whether in writing, orally, or through inspection of systems, 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, business plans, financial data, trade secrets, source code, system architectures, security assessments, client and prospect lists, and the terms of any SOW.

The Receiving Party agrees: (a) to use Confidential Information only for the purpose of performing its obligations under these Terms and any applicable SOW; (b) to limit access to Confidential Information to its personnel and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this section; (c) to protect Confidential Information using at least the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care; and (d) to return or destroy all Confidential Information upon the Disclosing Party’s written request, except for copies required for legal or regulatory compliance.

Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party’s possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

9. Data Protection and Privacy

Our collection, use, and protection of personal data are governed by our Privacy Policy, available at https://www.hnjaholdings.lol/privacy, which is incorporated into these Terms of Service by this reference. When we process personal data on your behalf as part of providing Services, the terms of any applicable Data Processing Addendum executed between the parties shall govern that processing.

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each party warrants that: (a) it has the full right, power, and authority to enter into this agreement; and (b) it will comply with all applicable laws and regulations in performing its obligations.

10.2 Service Warranty

We warrant that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For any breach of this warranty, your sole and exclusive remedy (and our entire liability) is, at our option, to reperform the non-conforming Services at no additional charge or to refund the fees attributable to the non-conforming Services. You must notify us in writing of any claimed breach within 30 days of the delivery of the relevant Services. A breach shall not be deemed to have occurred if the non-conformance results from your failure to meet your obligations under these Terms or the applicable SOW.

10.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, OUR SERVICES AND DELIVERABLES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT DELIVERABLES WILL MEET ALL OF YOUR REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION IN YOUR SPECIFIC ENVIRONMENT.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION:

  • NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, OR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND ANY SOW SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO US UNDER THE APPLICABLE SOW DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY THOUSAND DOLLARS ($50,000).

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

12. Indemnification

You agree to indemnify, defend, and hold harmless HNJA Holdings LLC, its members, officers, employees, and agents from and against any and all third-party claims, demands, losses, damages, 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; (b) your use of Services or Deliverables in a manner not contemplated by the applicable SOW; (c) your violation of applicable law; or (d) a claim that Client Materials infringe or misappropriate a third party’s intellectual property rights.

We agree to indemnify, defend, and hold you harmless from and against any third-party claim that our Deliverables, when used as intended under the applicable SOW, infringe a third party’s United States copyright or trade secret. If such a claim is made or appears likely, we may, at our option and expense: (i) procure the right for you to continue using the affected Deliverable; (ii) modify the Deliverable to make it non-infringing while maintaining substantially equivalent functionality; or (iii) terminate the affected SOW and refund a pro-rata portion of the fees paid for the infringing Deliverable. This indemnity does not apply to infringement arising from: your modification of Deliverables without our authorization; combination of Deliverables with third-party products not supplied by us; or your failure to implement updates provided by us that would have avoided the infringement.

13. Term and Termination

These Terms of Service remain in effect from the date of your first use of our website or services until terminated as provided herein. Either party may terminate these Terms at any time by providing 30 days written notice to the other party, provided that termination does not relieve either party of obligations accrued prior to termination, and any ongoing SOW shall continue to be governed by these Terms until completed or terminated under its own provisions.

Either party may terminate an SOW immediately upon written notice if: (a) the other party materially breaches the SOW or these Terms and fails to cure the breach within 30 days (or 10 days for payment breaches) after receiving written notice describing the breach in reasonable detail; or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver or trustee appointed over its assets.

Upon termination of an SOW: (i) you shall pay all fees for Services performed and expenses incurred through the effective date of termination; (ii) each party shall return or destroy the other party’s Confidential Information; and (iii) Sections 6 through 16 of these Terms, and any other provisions that by their nature should survive, shall survive termination.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating any formal legal action, each party agrees to attempt to resolve any dispute informally by providing written notice of the dispute to the other party and engaging in good-faith negotiations for at least 30 days. If the dispute is not resolved within that period, either party may proceed with formal resolution as described below.

14.2 Governing Law

These Terms of Service and any dispute arising out of or related to them shall be governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.3 Venue

Subject to Section 14.1, any legal action arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in Sacramento County, California. Each party irrevocably submits to the personal jurisdiction of those courts and waives any objection to venue, including any claim of forum non conveniens.

14.4 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain a breach or threatened breach of the confidentiality or intellectual property provisions of these Terms, without the need to post a bond or prove actual damages.

15. General Provisions

  • Entire Agreement — These Terms, together with any SOW, Privacy Policy, and any Data Processing Addendum, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, whether written or oral.
  • Amendments — We may update these Terms from time to time. Material changes will be communicated via email to active clients and through a notice on our website. Continued use of our website or services after the effective date constitutes acceptance of the updated Terms.
  • Severability — If any provision of these Terms is found by a court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
  • Waiver — No failure or delay in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.
  • Assignment — You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.
  • Independent Contractor — HNJA Holdings LLC is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
  • Force Majeure — Neither party shall be liable for any delay or failure to perform (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government orders, pandemics, internet or utility outages, and denial-of-service attacks.
  • Notices — All notices under these Terms must be in writing and delivered by email (with confirmed receipt) or by certified mail, return receipt requested, to the addresses set forth in the applicable SOW or, for general inquiries, to info@hnjaholdings.lol (for us) or the email address you provided in your most recent correspondence (for you).
  • No Third-Party Beneficiaries — These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing herein confers any right or remedy upon any third party.

16. Contact Information

For questions about these Terms of Service, please contact:

HNJA Holdings LLC
2108 N St Ste N
Sacramento, CA 95816-5712
United States

Email: info@hnjaholdings.lol
Phone: +1 (728) 529-7419