Master Terms of Service
eJAmerica.ai – The eJAmerica Business Suite
IMPORTANT — PLEASE READ CAREFULLY. These Master Terms of Service (“Terms”) constitute a legally binding agreement between ANB Global Consulting LLC, doing business as eJAmerica.ai (“ANB,” “eJAmerica” “Company,” “we,” “us,” or “our”), and the individual or legal entity accessing or using the Services (“Client,” “you,” or “your”).
These Terms govern Client’s access to and use of the eJAmerica.ai Business Suite and all related websites, applications, software, artificial-intelligence features, APIs, documentation, support, and services that ANB makes available under the eJAmerica.ai brand, including eJCRM, eJRekruit, eJBooks, eJTime, eJAsset, eJConnect, eJWorkload, eJSD AI Agent, eJHRMS, and any current or future products offered by ANB (collectively, the “Services”). Unless expressly stated otherwise in an applicable Order Form, all Services are offered and provided by ANB, and the use of a separate product or brand name does not create or identify a separate contracting entity.
By creating an Account, clicking to accept these Terms, executing an Order Form that incorporates these Terms, beginning a Free Trial, purchasing a Subscription, or otherwise accessing or using any Service, Client acknowledges that it has read, understood, and agreed to be bound by these Terms. If an individual accepts these Terms on behalf of a company or other legal entity, that individual represents and warrants that they have full authority to bind that entity.
If Client does not agree to these Terms, or if the individual accepting them lacks the required authority, Client must not access or use the Services and must immediately discontinue any existing use.
IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU ARE DULY AUTHORIZED TO BIND SUCH ENTITY TO THESE TERMS.
1. Definitions
"Account" means the account created by or on behalf of Client to access and use one or more Products within the eJAmerica.ai Suite.
"AI Functionality" means any feature or functionality of a Product that incorporates or uses artificial intelligence, machine learning, large language models, generative AI, or similar technologies, including Custom AI Agents and AI-powered workflows or automations.
"Bundle" means a combination of two or more Products subscribed to together by Client, whether offered at standard pricing or at bundled/discounted pricing published by eJAmerica.
"Client Data" means all data, information, materials, and content submitted to, uploaded to, stored in, or processed through a Product by or on behalf of Client or its Users, including CRM, recruiting, human resources, payroll, financial, time and attendance, asset-management, service-desk, and operational data. Client Data does not include Usage Data, Feedback, Documentation, or any software, technology, content, or materials owned or provided by the Company or its licensors.
"Credentials" means all usernames, passwords, API keys, single sign-on tokens, and other access credentials used to access the eJAmerica.ai Suite or any Product.
"Custom AI Agent" means any AI agent, workflow, or automation configured, developed, or customized for Client’s use case, whether configured by Client or developed or configured by the Company on Client’s behalf.
"Documentation" means the Company’s then-current technical documentation, user documentation, instructions, help materials, and knowledge-base content relating to the Products, as updated by the Company from time to time.
"Free Trial" means a limited, temporary, non-transferable right to access and evaluate one or more Products at no charge for a period designated by Company.
“Order Form” means an ordering document, statement of work, online checkout page, subscription confirmation, or other ordering instrument accepted by the Company that identifies the Products, Subscription Term, Fees, usage limits, or other applicable commercial terms.
"Product" means each individual software application or AI agent offered within the eJAmerica.ai Suite, including but not limited to eJCRM, eJRekruit, eJBooks, eJTime, eJAsset, eJConnect, eJWorkload, eJSD AI Agent, and eJHRMS, together with any additional Products eJAmerica may introduce from time to time.
"Product-Specific Terms" means any supplemental terms of service, acceptable use policy, or similar agreement published by eJAmerica that applies specifically to an individual Product, including the eJCRM Terms of Service.
"Subscription" means Client's right to access and use one or more Products for the duration of the applicable Subscription Term, as selected and paid for by Client.
"Suite” or "eJAmerica.ai Suite" means the collective offering of all Products made available by eJAmerica under the eJAmerica.ai platform.
"User" means any natural person authorized by Client to access and use one or more Products under Client's Account.
2. RELATIONSHIP Between These Terms and Product-Specific Terms
2.1 Master Terms
These Terms govern Client’s overall relationship with the Company and apply to Client’s access to and use of every Product made available to Client, whether through a Subscription, Free Trial, Bundle, Order Form, or otherwise.
2.2 Product-Specific Terms
Certain Products or features may be subject to additional Product-Specific Terms addressing functionality, usage restrictions, or obligations specific to that Product or feature. The applicable Product-Specific Terms supplement and are incorporated into these Terms.
If Product-Specific Terms expressly conflict with these Terms, the Product-Specific Terms will control solely with respect to the applicable Product and the specific subject matter of the conflict. These Terms will govern all other matters and will apply in full to any Product for which no Product-Specific Terms have been provided.
2.3 Single-Product and Suite Use
Client may access or subscribe to an individual Product or a Bundle of Products. These Terms apply separately and collectively to every Product accessed or used by Client. Access to one Product does not grant Client any right to access or use another Product unless expressly included in Client’s Subscription, Free Trial, or applicable Order Form.
2.4 Order of Precedence
If there is a conflict among the documents governing Client’s use of the Services, the following order of precedence applies:
1. The applicable Order Form, but only regarding the specific commercial or service terms that it expressly states will override these Terms;
2. The applicable Product-Specific Terms, solely with respect to the applicable Product; and
3. These Master Terms.
No provision contained in a purchase order, vendor-registration portal, procurement document, or other document issued by Client will modify or supplement the agreement unless expressly accepted in writing by an authorized representative of the Company.
3. SUBSCRIPTIONS and Free Trials
3.1 Subscription Required
Access to any Product beyond an applicable Free Trial requires an active Subscription. Pricing, features, usage limits, and available Bundles will be as published on eJAmerica.ai or stated in the applicable Order Form.
eJAmerica may modify Products, Bundles, features, usage limits, or pricing from time to time. Pricing changes will generally apply from the next renewal unless otherwise required due to changes in law, taxes, third-party costs, or similar circumstances.
3.2 Free Trials
eJAmerica may offer Free Trials subject to such duration, eligibility, features, and usage limits as it determines. Free Trials are provided “as is” and “as available” without service-level commitments or warranties.
eJAmerica may modify, suspend, or terminate a Free Trial at any time. Unless otherwise stated, a Free Trial will not automatically convert to a paid Subscription. Upon expiration, access may be suspended and Client Data may be deleted in accordance with applicable law and Company retention practices.
3.3 Bundled Subscriptions
Where Client purchases a Bundle, the included Products will share the same Subscription Term and billing cycle unless otherwise specified.
Additional Products, Users, seats, or capacity may be added and prorated to align with the existing billing cycle. If Client removes or downgrades any Product within a discounted Bundle, eJAmerica may discontinue the Bundle discount and apply the then-current pricing for the remaining Products.
3.4 Custom AI Agents
Custom AI Agent engagements will be governed by the applicable Order Form, statement of work, or other written scope specifying the services, Fees, and applicable requirements.
Unless expressly stated otherwise, delivery timelines are estimates only. Work outside the agreed scope may be subject to additional Fees. eJAmerica does not guarantee that any Custom AI Agent or AI-generated output will achieve any particular business, financial, legal, operational, or other result.
4. THE Services
4.1 License Grant
Subject to these Terms, payment of applicable Fees, and Client’s compliance with its Subscription, eJAmerica grants Client a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the subscribed Products solely for Client’s internal business purposes during the applicable Subscription Term.
4.2 Service Modifications
eJAmerica may modify, update, enhance, suspend, replace, or discontinue any Product or feature at any time. Where reasonably practicable, eJAmerica may provide notice of any material reduction in core functionality.
eJAmerica will not be liable for any modification, suspension, replacement, or discontinuation of the Services, except as expressly required by applicable law or an Order Form.
4.3 Users and Credentials
Client may authorize Users within its Subscription limits. Client is solely responsible for all Users, Credentials, and activity occurring under its Account, whether authorized or unauthorized.
Client must maintain appropriate security controls and promptly revoke access for Users who are no longer authorized.
4.4 Technical Support
eJAmerica may provide technical support in accordance with the applicable Documentation, Order Form, or support plan.
Support does not cover issues caused by Client misuse, unauthorized modifications, third-party systems, integrations, network conditions, or Client’s breach of these Terms.
4.5 AI Functionality and Custom AI Agents
Products may include AI Functionality and Custom AI Agents. Content submitted to AI Functionality constitutes “Input”, and generated responses constitute “Output.”
Client acknowledges that:
Output may be inaccurate, incomplete, outdated, or non-unique, and eJAmerica does not guarantee its accuracy or reliability;
Client is solely responsible for reviewing and validating Output before relying on or acting upon it;
Output is not a substitute for professional, legal, financial, accounting, employment, or other expert advice; and
Certain AI Functionality may use third-party AI providers, and Client Data may be processed by such providers as necessary to provide the applicable functionality.
Client remains solely responsible for all decisions, actions, and results arising from its use of AI Functionality.
4.6 Third-Party Integrations
Products may integrate or interoperate with third-party applications, platforms, or services.
eJAmerica does not control and is not responsible for the availability, performance, security, privacy, accuracy, or practices of any third-party service. Client’s use of third-party services is governed by the applicable third party’s terms.
The availability of an integration does not constitute endorsement, warranty, or assumption of liability by eJAmerica.
5. RESTRICTIONS on Use
Client and its Users shall not, and shall not permit any third party to:
reverse engineer, decompile, or attempt to derive the source code or underlying models of any Product;
sublicense, resell, or make any Product available to any third party except as expressly authorized;
use any Product to build or benchmark a competing product without eJAmerica's prior written consent;
use automated tools to scrape or extract data from any Product except through APIs expressly authorized for that purpose;
circumvent any access control, security feature, or technical limitation of any Product;
upload or transmit malicious code, viruses, or other harmful content to any Product;
use any Product in violation of applicable law, including data protection, employment, financial services, healthcare, or export control laws applicable to Client's industry; or
remove or obscure any proprietary notice appearing on or within any Product.
share Credentials or permit access beyond applicable Subscription, User, seat, or usage limits;
interfere with or disrupt the security, integrity, availability, or performance of any Product;
probe, scan, test, or attempt to identify vulnerabilities without eJAmerica’s prior written authorization;
upload or process content that infringes third-party rights;
use the Services, Documentation, proprietary technology, or non-public information to develop, train, benchmark, or improve a competing product or AI service;
impersonate another person or access any Account, data, or system without authorization; or
circumvent seat limits, API limits, rate limits, storage limits, usage quotas, or other Subscription restrictions.
6. INDUSTRY-Specific Disclaimers
6.1 Regulated Industries Generally
Clients operating in regulated industries, including financial services, insurance, healthcare, telecommunications, government, education, energy, or other regulated sectors, are solely responsible for determining whether their use of the Services complies with all laws, regulations, regulatory guidance, and internal compliance requirements applicable to them.
6.2 No Regulatory Compliance Guarantee
Unless expressly agreed in a written Order Form or separate agreement, eJAmerica does not represent or warrant that any Product is designed to satisfy any Client-specific regulatory, certification, audit, data-residency, record-retention, or industry compliance requirement.
6.3 Additional Compliance Requirements
Any additional requirements, including audit rights, security commitments, data-processing restrictions, regulatory certifications, business associate agreements, or similar obligations, must be expressly agreed by eJAmerica in writing and may be subject to additional Fees.
7. FEES and Payment
7.1 Fees
Client shall pay all Fees applicable to its Subscription(s) as published on the eJAmerica.ai website at the time of purchase or specified in an applicable Order Form. Unless otherwise agreed in writing, all Fees are stated and payable in U.S. Dollars.
eJAmerica may modify Fees for any renewal term upon at least thirty (30) days’ prior notice.
7.2 Payment Terms
Subscription Fees are payable in advance for the applicable monthly or annual billing cycle. Client authorizes eJAmerica to charge its payment method for all applicable Fees, taxes, renewals, additional Users, seats, usage, or other authorized charges.
Client is responsible for maintaining a valid and current payment method.
7.3 Late Payment Charges; Suspension
Overdue amounts will accrue interest at 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower. Client shall reimburse eJAmerica for reasonable costs of collection, including attorneys’ fees and collection costs.
eJAmerica may suspend access to the Services for overdue amounts without liability, and such suspension does not relieve Client of its payment obligations. If amounts remain unpaid for ninety (90) days, eJAmerica may terminate the Account and delete associated Client Data in accordance with its applicable data-retention practices.
7.4 Taxes
Fees are exclusive of applicable taxes, duties, levies, and governmental charges, other than taxes imposed on eJAmerica’s net income. Client is responsible for all such amounts arising from its purchase or use of the Services.
7.5 No Refunds
Except as expressly provided in these Terms or required by applicable law, all Fees are non-cancellable and non-refundable, including upon early cancellation, downgrade, reduction of Users or seats, or removal of a Product from a Bundle.
8. CLIENT Data and Privacy
8.1 Ownership
As between the parties, Client retains all right, title, and interest in and to Client Data.
8.2 License to eJAmerica
Client grants eJAmerica a limited, non-exclusive, worldwide license to access, host, store, process, transmit, and use Client Data as reasonably necessary to provide, maintain, secure, and improve the Services, perform its obligations under these Terms, comply with applicable law, and protect or enforce its rights.
8.3 Client's Responsibility
Client is solely responsible for the accuracy, legality, quality, and appropriateness of Client Data and for obtaining all rights, consents, and authorizations necessary for eJAmerica to process such data in accordance with these Terms.
8.4 Privacy Policy
eJAmerica’s collection and processing of Personal Data is further described in the eJAmerica.ai Privacy Policy, which is incorporated into these Terms by reference.
8.5 Information Security and Security Incidents
eJAmerica will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services and Client Data.
In the event of a confirmed security incident involving Client Data, eJAmerica will provide notice to Client as required by applicable law and within a reasonable period after confirmation of the incident. eJAmerica will have no obligation to provide notice regarding unsuccessful security attempts, incidents that do not compromise Client Data, or incidents caused by Client, its Users, third-party systems, or Client’s failure to comply with these Terms.
Any investigation, remediation, or cooperation provided by eJAmerica will be reasonable in scope and subject to applicable law, security requirements, and confidentiality obligations.
9. CONFIDENTIALITY
Each party will protect the other party’s Confidential Information using at least reasonable care and will use such information solely as necessary to perform or exercise its rights under these Terms.
For eJAmerica, Confidential Information includes but not limited to the Services, software, source code, technical architecture, security information, pricing, product roadmaps, business methods, Documentation, and other non-public proprietary information. For Client, Confidential Information includes Client Data and non-public business information.
Confidential Information may be disclosed only to employees, contractors, professional advisers, and service providers who have a legitimate need to know and are subject to appropriate confidentiality obligations.
These obligations do not apply to information that the receiving party can demonstrate: (a) is publicly available through no breach of these Terms; (b) was lawfully known without restriction before disclosure; (c) is lawfully received from a third party without confidentiality obligations; or (d) is independently developed without use of the disclosing party’s Confidential Information.
A party may disclose Confidential Information where required by law or legal process, provided it gives prior notice where legally permitted and reasonably limits the disclosure.
eJAmerica may use or disclose Client information as necessary to provide, secure, support, or improve the Services, enforce these Terms, or comply with applicable law, subject to Section 8.
10. INTELLECTUAL Property
10.1 eJAmerica’s Intellectual Property
eJAmerica and its licensors retain all right, title, and interest in and to the Services, Products, software, APIs, Documentation, AI models, algorithms, workflows, designs, technology, trademarks, trademarks, and all modifications, enhancements, derivative works, and improvements thereto, excluding Client Data.
Except for the limited rights expressly granted under these Terms, no rights or licenses are granted to Client, and all rights are reserved by eJAmerica.
10.2 Usage Data and Feedback
eJAmerica may collect and use aggregated or de-identified data derived from Client’s use of the Services for analytics, security, benchmarking, product development, and improvement, provided such data does not reasonably identify Client or any individual.
Any feedback, ideas, suggestions, or recommendations provided by Client may be used by eJAmerica without restriction, attribution, or compensation, and Client grants eJAmerica a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate such feedback into its products and services.
11. DISCLAIMERS
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” eJAmerica disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. eJAmerica does not warrant that the Services will be uninterrupted, error-free, secure, compatible with all systems, or free from harmful components, or that any data, reports, recommendations, AI Output, or other results generated through the Services will be accurate, complete, reliable, or suitable for Client’s intended purpose. EJAmerica is not responsible for interruptions, failures, or losses arising from third-party services, integrations, internet or network availability, Client systems, or circumstances beyond eJAmerica’s reasonable control.
12. INDEMNIFICATION
12.1 Client’s Indemnification Obligations
Client will defend, indemnify, and hold harmless eJAmerica, its affiliates, officers, directors, employees, contractors, agents, and licensors from and against any third-party claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:
Client Data or any allegation that Client Data infringes third-party rights or violates applicable law;
Client’s or any User’s breach of these Terms;
Client’s violation of applicable law, regulation, or industry-specific requirement;
Client’s or any User’s misuse or unauthorized use of the Services; or
any act or omission of Client or its Users that causes harm to a third party or eJAmerica.
12.2 Indemnification Procedure
eJAmerica will provide reasonable notice of any indemnified claim. Client will control the defense and settlement of such claim, provided that Client may not settle any claim that imposes liability, obligation, admission of fault, or restriction on eJAmerica without eJAmerica’s prior written consent.
13. LIMITATION of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, PROFITS, BUSINESS, GOODWILL, OR DATA.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, eJAmerica’s total aggregate liability arising out of or relating to these Terms, under any theory of liability, shall not exceed the Fees paid or payable by Client to eJAmerica during the twelve (12) months immediately preceding the event giving rise to the claim.
These limitations do not apply to: (i) Client’s obligation to pay Fees or other amounts due; (ii) Client’s indemnification obligations under Section 12; (iii) Client’s breach of eJAmerica’s intellectual property rights, confidentiality obligations, or restrictions on use; (iv) liability arising from fraud, gross negligence, or willful misconduct; or (v) liability that cannot lawfully be limited or excluded.
14. TERM, Termination, and Suspension
14.1 Term
These Terms commence when Client first accepts these Terms, creates an Account, executes an Order Form incorporating these Terms, or accesses or uses any Service, whichever occurs first, and remain in effect until Client’s Account and all active Subscriptions are terminated.
The then-current version of these Terms will be published on the eJAmerica.ai website and may be updated by eJAmerica from time to time in accordance with these Terms and applicable law.
Provisions that by their nature should survive termination, including confidentiality, intellectual property, payment obligations, indemnification, disclaimers, and limitation of liability, will survive termination.
14.2 Termination for Convenience
Client may cancel a Subscription at any time through its Account or by written notice, subject to the applicable billing terms and without entitlement to any refund for Fees already paid or committed.
eJAmerica may terminate these Terms, any Subscription, or any Product upon thirty (30) days’ prior notice without cause.
14.3 Termination for Cause
eJAmerica may immediately suspend or terminate Client’s access, without prior notice or cure period, if Client:
fails to pay amounts when due;
breaches Section 5 or otherwise misuses the Services;
engages in unlawful, fraudulent, abusive, or security-threatening activity;
creates risk to eJAmerica, its systems, other clients, or third parties; or
where suspension or termination is required by law or governmental authority.
For other material breaches, either party may terminate if the breach remains uncured for thirty (30) days after written notice
14.4 Effect of Termination
Upon termination, Client’s rights and licenses immediately end and Client must cease using the affected Services.
Subject to payment of all outstanding Fees, eJAmerica may make Client Data available for export for up to thirty (30) days following termination. Thereafter, eJAmerica may delete Client Data in accordance with its retention practices and applicable law.
eJAmerica may delete Client Data earlier where required by law, necessary for security, or permitted under these Terms.
15. GOVERNING Law and Dispute Resolution
15.1 Governing Law
These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between Client and eJAmerica (“Dispute”) shall be governed by the laws of the State of Wyoming, without regard to conflict-of-law principles.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
15.2 Good-Faith Resolution
Before commencing arbitration or litigation, the party asserting a Dispute shall provide written notice describing the Dispute and requested relief. The parties shall attempt in good faith to resolve the Dispute for thirty (30) days following receipt of such notice.
This requirement does not restrict eJAmerica from immediately seeking collection, injunctive, protective, emergency, or other provisional relief.
15.3 Mandatory Arbitration
Except as provided in Section 15.4, every Dispute shall be finally resolved by confidential, binding arbitration.
If Client is organized or principally located in the United States, arbitration shall be administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules.
If Client is organized or principally located outside the United States, arbitration shall be administered by the International Centre for Dispute Resolution (“ICDR”) under its then-current International Arbitration Rules.
The arbitration shall be conducted in English before one neutral arbitrator experienced in commercial technology, SaaS, cloud services, or software disputes.
Unless otherwise determined by the arbitrator, proceedings may be conducted remotely. The legal seat of arbitration shall be Cheyenne, Wyoming, USA, regardless of where any hearing or participant is physically located.
The arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16.
The arbitrator shall determine questions concerning the existence, scope, interpretation, validity, enforceability, and arbitrability of this Section.
Any award shall be final and binding and may be recognized or enforced in any court of competent jurisdiction, including pursuant to the 1958 New York Convention, where applicable.
15.4 eJAmerica’s Right to Seek Judicial Relief Worldwide
Notwithstanding Section 15.3, eJAmerica may, without waiving its arbitration rights, commence proceedings in any court or tribunal of competent jurisdiction to:
collect unpaid Fees or other amounts;
prevent or remedy unauthorized use of the Services;
protect intellectual property, Confidential Information, data, security, or proprietary rights;
obtain temporary, preliminary, emergency, protective, conservatory, injunctive, or equitable relief;
prevent transfer, concealment, dissipation, or disposal of Client assets;
address fraud, misuse, cybersecurity incidents, data exfiltration, regulatory violations, or unlawful conduct;
preserve evidence or obtain legally available discovery; or
recognize, enforce, execute upon, or challenge an arbitration award.
eJAmerica may bring such proceedings wherever Client is organized, located, conducts business, maintains assets or operations, uses the Services, or is otherwise subject to jurisdiction, including the state courts of Laramie County, Wyoming and the United States District Court for the District of Wyoming.
To the fullest extent permitted by law, Client submits to such jurisdiction and waives objections based on venue, personal jurisdiction, forum non conveniens, or similar grounds.
15.5 Claims Against eJAmerica
Client shall bring all Disputes against eJAmerica exclusively through the arbitration procedure in Section 15.3.
If a court finally determines that a particular claim cannot legally be arbitrated, that claim shall be brought exclusively in the state courts located in Laramie County, Wyoming, or the United States District Court for the District of Wyoming.
Client irrevocably consents to the jurisdiction and venue of those courts to the fullest extent permitted by law.
15.6 Individual Proceedings; Class-Action Waiver
EACH PARTY AGREES THAT DISPUTES MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION.
Unless eJAmerica expressly agrees otherwise in writing, no arbitrator may consolidate claims involving more than one Client.
15.7 Jury-Trial Waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY in any judicial proceeding arising from these Terms, the Services, or the parties’ relationship.
15.8 Confidentiality
Except where disclosure is required by law or reasonably necessary to enforce a right or award, arbitration proceedings, submissions, evidence, and awards shall remain confidential.
eJAmerica may disclose such information to its legal advisers, insurers, auditors, investors, lenders, service providers, and professional advisers subject to appropriate confidentiality obligations.
15.9 Costs and Attorneys’ Fees
Each party shall initially bear its own legal costs, and arbitration fees shall be allocated pursuant to the applicable AAA or ICDR rules.
To the extent permitted by law, the prevailing party may recover reasonable attorneys’ fees, arbitration or court costs, and enforcement expenses.
eJAmerica may additionally recover reasonable costs incurred in collecting overdue amounts.
15.10 Time Limitation
To the maximum extent permitted by law, any Dispute must be commenced within one (1) year after the event giving rise to the claim occurred or reasonably should have been discovered.
This limitation does not apply to eJAmerica’s claims relating to unpaid amounts, fraud, infringement, misappropriation, confidentiality, cybersecurity incidents, or unauthorized access to or use of the Services.
15.11 Continued Performance
During any Dispute, Client shall continue to pay all undisputed Fees and comply with these Terms.
The existence of a Dispute does not restrict eJAmerica’s rights to suspend or terminate Services in accordance with these Terms.
15.12 Severability and Survival
If any provision of this Section is found invalid or unenforceable, it shall be enforced to the maximum extent permitted by law, and the remaining provisions shall continue in effect.
This Section shall survive expiration or termination of these Terms.
16. GENERAL Provisions
16.1 Entire Agreement; Amendment
These Terms, together with all incorporated Product-Specific Terms, the Privacy Policy, and any applicable order or scope of work, constitute the entire agreement between the parties. eJAmerica may modify these Terms upon reasonable notice; continued use after the effective date of a modification constitutes acceptance.
16.2 Assignment
Client may not assign these Terms without eJAmerica's prior written consent. eJAmerica may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
16.3 Force Majeure
eJAmerica shall not be liable for any delay, interruption, suspension, degradation, or failure in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, governmental action, labor disputes, utility or telecommunications failures, internet outages, cyberattacks, denial-of-service attacks, failures of cloud, hosting, payment, AI, or other third-party service providers, supply-chain disruptions, or similar events.
During any such event, eJAmerica may suspend or modify the affected Services without liability, and its performance obligations will be extended for the duration of the event.
Client’s obligation to pay Fees already due or accrued shall not be excused by a force majeure event.
If a force majeure event materially prevents eJAmerica from providing the affected Services for an extended period, eJAmerica may terminate the affected Subscription upon notice without liability.
16.4 Notices
Notices to eJAmerica must be sent to legal@ejamerica.com. Notices to Client will be sent to the email address associated with Client's Account.
16.5 Relationship of the Parties; Severability; Waiver
The parties are independent contractors. If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision shall be effective unless in writing.