1. Parties
These Terms of Service (the "Terms") govern your use of the jjir.org website and any engagement with JJ INNOVATIVE RESULTS LLC, a limited liability company organized under the laws of the State of Missouri (US operations), or JJ INNOVATIVE RESULTS, S.A.S., a Sociedad por Acciones Simplificada organized under the laws of the United Mexican States, RFC JIR170511NC2, constitutive folio SAS201739443 (Mexican operations) — each the "Provider", and each referred to as "we" or "JJIR".
Only the JJIR entity named in a SOW is a party to that engagement. The two entities are legally independent; neither is liable for the other's obligations, and naming both here does not make them jointly responsible.
1.1 How to reach us
JJIR is an exclusively online business and publishes no postal address; the reasons and the legal basis are set out in Privacy Policy §1.1. Email is our designated official channel for all notices and communications under these Terms:
- Legal and contractual notices: legal@jjir.org
- General support and inquiries: support@jjir.org
- Security reports: security@jjir.org
Where a party requires our registered corporate domicile in order to commence or conduct a legal proceeding, we will provide it in writing on request to legal@jjir.org. It is also on file with the Registro Público de Comercio under folio SAS201739443 and with the SAT under RFC JIR170511NC2. Nothing in these Terms limits any party's ability to effect service of process as permitted by applicable law.
2. Acceptance
By browsing jjir.org, contacting us, or signing a separate engagement document, you accept these Terms. If you do not agree, do not use the site or our services.
3. Services
JJIR provides software-development and operations services, including but not limited to: web platforms, native mobile applications for iOS and Android, backend APIs, bots and automation, cloud and Google Cloud Platform engineering, security engineering, and database design and migration. The exact deliverables, timeline, and price are defined in a separate engagement document (Statement of Work, "SOW") signed by both parties. A SOW may be signed by hand or by electronic signature; the parties agree that an electronic signature is valid and enforceable under the U.S. ESIGN Act, the Uniform Electronic Transactions Act as adopted in the State of Missouri, and the Código de Comercio of the United Mexican States.
3.1 Applications and online services we publish
These Terms govern the business-to-business services relationship between JJIR and a client under a SOW. They are not the terms of use, subscription agreement or end-user licence of any application or online service that JJIR publishes itself — whether through the Apple App Store or Google Play, or directly on the web.
Use of such an application or service is governed by the terms presented with it: for an app-store application, the store operator's standard end-user licence agreement or an application-specific licence; for an application or service offered on the web, the terms published on its own website and accepted before use. In each case, that application's own privacy notice also applies. Where those terms conflict with these Terms in respect of a user of that application or service, those terms prevail for that user.
4. Inquiries and Quotes
- We aim to answer inquiries within one business day, and to provide quotes within five business days where the scope is sufficiently defined. These are service targets, not contractual guarantees, and no liability arises from a delay in responding to an inquiry.
- Quotes are valid for thirty (30) days unless stated otherwise. We may decline to quote a project at our discretion.
5. Engagement Process
Each engagement follows: scoping → SOW signature → kickoff → delivery → acceptance → handover → support window. Changes to scope follow a written change-order process referenced in the SOW.
6. Fees and Payment
- Fees, payment milestones, and currency are stated in the SOW.
- Invoices are payable net thirty (30) days unless the SOW says otherwise.
- Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
- Mexican invoicing complies with CFDI requirements; US invoicing complies with applicable state and federal tax requirements.
7. Intellectual Property
- Custom deliverables built specifically for the client under a SOW are assigned to the client upon full payment, on a worldwide, perpetual, exclusive basis, except for the components listed in §7.1.
- §7.1 Reserved components. Any pre-existing JJIR libraries, internal tooling, generic infrastructure scripts, and reusable security patterns ("Reserved Components") remain the property of JJIR and are licensed to the client on a non-exclusive, royalty-free, perpetual basis as embedded in the deliverable.
- Open-source dependencies retain the licenses of their upstream authors and are not affected by these Terms.
7.2 Mexican clients
For clients whose engagement is governed by Mexican law (§15), the following replaces the first bullet of §7 and qualifies §7.1:
- Custom deliverables are a work made to order (obra por encargo) under Article 83 of the Ley Federal del Derecho de Autor, commissioned by the client and paid for under the SOW, which is the written instrument recording the commission. The economic rights (derechos patrimoniales) in them belong to the client, without limit of time and worldwide, from full payment of the fees for that deliverable; until then they remain with JJIR. Because this is a work made to order and not a transfer of rights, the time limits of Articles 30 to 33 of that law do not apply to it.
- Moral rights (derechos morales) belong by law to the individual authors and cannot be transferred or waived. They include the right to be named as author, which the client may honour in the documentation rather than in the product.
- Reserved Components (§7.1) are licensed, not commissioned. Their licence is granted for fifteen (15) years, justified by the investment the deliverable represents, and renews automatically for successive periods of fifteen (15) years for as long as the client uses the deliverable. JJIR will not refuse a renewal.
8. Confidentiality
Each party will protect the other party's confidential information with at least the same care it uses for its own confidential information, and not less than reasonable care. The obligation survives the engagement for five (5) years. Excluded: information that is or becomes public, was known prior to disclosure, or is required to be disclosed by law (with prompt notice to the other party where lawful).
9. Data Protection
JJIR's role with respect to personal data is described in the Privacy Policy. Where JJIR processes personal data on behalf of a client (acting as a data processor), the engagement contract includes a data-processing addendum meeting the requirements of the LFPDPPP and of the applicable US state privacy laws. Where a client's own operations bring it within a regime we do not otherwise work under, the addendum is extended to meet that regime as part of scoping.
10. Warranties
JJIR warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. Software is delivered "as-is" subject to the bug-fix and acceptance terms in the SOW. No other warranties are provided, express or implied, including warranties of merchantability or fitness for a particular purpose, except those that cannot be disclaimed under applicable law.
11. Limitation of Liability
To the maximum extent permitted by applicable law, JJIR's total aggregate liability under or in connection with the engagement is limited to the fees actually paid by the client for the services giving rise to the claim during the twelve (12) months preceding the event causing the claim. JJIR is not liable for indirect, incidental, consequential, or punitive damages, including lost profits or lost data, even if advised of the possibility.
Nothing in these Terms limits or excludes liability for fraud, willful misconduct (dolo), or gross negligence, or any other liability that cannot be limited or excluded under applicable law. Under Mexican law in particular, liability arising from dolo cannot be waived in advance, and any agreement purporting to do so is void.
12. Indemnification
Each party will indemnify the other against third-party claims arising from its own breach of these Terms or its own negligent or willful acts. JJIR's indemnification obligation is subject to the limitation of liability in §11.
13. Termination
Either party may terminate an engagement (i) for material breach with thirty (30) days' written notice if the breach is not cured; (ii) for insolvency or assignment for the benefit of creditors; or (iii) as otherwise stated in the SOW. Upon termination, fees due for work performed are payable, and JJIR delivers the work-in-progress in its current state.
14. Force Majeure
Neither party is liable for delays caused by events beyond reasonable control (acts of god, war, government action, internet or cloud-provider outages affecting global regions, pandemics). Affected obligations are suspended for the duration of the event.
15. Governing Law and Venue
For US clients: these Terms are governed by the laws of the State of Missouri, without regard to conflict of law rules. Disputes are resolved in the state or federal courts located in the State of Missouri.
For Mexican clients: these Terms are governed by the laws of the United Mexican States, with venue in the courts of the State of Guanajuato, México.
For clients in any other country: as stated in the SOW or, if it says nothing, as for US clients.
Nothing in this section deprives a consumer of the protection of any mandatory provision of the law of the consumer's place of residence.
16. Notices
Notices to JJIR under these Terms shall be sent by email to legal@jjir.org, and are deemed given on the business day following transmission absent a delivery failure. Notices to the client shall be sent to the email address stated in the SOW.
Because JJIR publishes no postal address (§1.1), email is the designated method for contractual notice and no party may treat a notice as ineffective for want of a postal copy. Where a party requires the registered corporate domicile for service of process, §1.1 states how to obtain it.
17. Assignment
Neither party may assign these Terms or a SOW without the other's prior written consent, which will not be unreasonably withheld. Either party may assign to a successor in a merger, acquisition, or sale of substantially all assets on written notice. Any purported assignment in breach of this section is void.
18. Subcontractors
JJIR may engage subcontractors and independent contractors to perform part of the services. JJIR remains fully responsible for their work, and for their compliance with the confidentiality and data-protection obligations in these Terms, as if it were its own.
19. Publicity and references
Neither party may use the other's name, logo, or trademarks in publicity without prior written consent, except that JJIR may identify the client by name and describe the engagement in general terms in its portfolio, proposals, and website. The client may withdraw that permission at any time by written notice to legal@jjir.org, and JJIR will remove the reference within thirty (30) days.
No confidential information, client data, source code, or screenshot containing either may be published under this section.
20. No waiver
A failure or delay in enforcing any provision is not a waiver of it. A waiver is effective only if given in writing, and a waiver on one occasion does not waive the same provision on any later occasion.
21. Survival
Sections that by their nature are intended to continue do so after termination or expiry, including §7 (Intellectual Property), §8 (Confidentiality), §9 (Data Protection), §10 (Warranties), §11 (Limitation of Liability), §12 (Indemnification), §15 (Governing Law and Venue), §19 (Publicity), and this §21.
22. Severability
If any provision is held unenforceable, the remainder remains in full force and effect, and the unenforceable provision is modified to the minimum extent necessary to make it enforceable while preserving its intent.
23. Entire Agreement
These Terms together with the applicable SOW and any data-processing addendum constitute the entire agreement between the parties regarding the subject matter, superseding any prior or contemporaneous agreements or representations.
24. Changes
We may update these Terms. The version and effective date appear at the top. Changes apply to engagements signed after the effective date; existing engagements continue under the version of the Terms in force at signature unless both parties agree in writing to the new version.
25. Contact
- Legal and contractual notices: legal@jjir.org
- General support and inquiries: support@jjir.org
- Security reports: security@jjir.org
- Privacy and data-subject rights (ARCO rights in México): privacy@jjir.org
- Official domain: jjir.org
We publish no postal address; see §1.1 for the reasons, the legal basis, and how to obtain our registered corporate domicile if you need it for a proceeding.