Terms of Service

1. Acceptance of Terms

By accessing or using the website of NHK ENTERPRISE LLC ("Company," "we," "us," or "our") at www.nhkenter.shop (the "Site"), and by engaging our professional services, you agree to be bound by these Terms of Service ("Terms"). If you do not agree, you must not access or use the Site or our services. We reserve the right to update these Terms at any time. Changes are effective immediately upon posting. Your continued use after changes constitutes acceptance of the revised Terms.

2. Services Description

NHK ENTERPRISE LLC provides professional computer systems design, systems integration, technical consulting, cybersecurity, cloud solutions, managed IT services, and related technical services (collectively, the "Services"). The scope, deliverables, timeline, and fees for each engagement shall be defined in a separate written agreement or statement of work ("SOW") executed by both parties.

3. Intellectual Property Rights

3.1 Company Intellectual Property

All content, materials, designs, code, methodologies, frameworks, tools, templates, and documentation provided by the Company in delivering Services ("Company IP") remain the sole property of NHK ENTERPRISE LLC. Nothing in these Terms or any SOW transfers ownership of Company IP to the client.

3.2 Client Intellectual Property

Any pre-existing intellectual property that a client provides remains the property of the client. The Company receives a limited, non-exclusive, temporary license to use such client IP solely for delivering the Services.

3.3 Deliverables

Upon full payment, the Company grants the client a non-exclusive, perpetual license to use deliverables specifically created for that client. The Company retains the right to use generalized knowledge, skills, and methodologies acquired during the engagement.

4. Client Responsibilities

Clients agree to: provide accurate, complete, and timely information; designate an authorized point of contact; provide timely access to systems, data, and personnel; maintain confidentiality of access credentials; comply with all applicable laws; and obtain necessary consents for data shared with the Company.

5. Fees and Payment

Fees shall be as set forth in the applicable SOW or invoice. Payment terms are net thirty (30) days unless otherwise specified. Late payments may incur interest at 1.5% per month. The Company reserves the right to suspend Services for accounts over 30 days past due. All fees are exclusive of applicable taxes.

6. Confidentiality

Both parties agree to maintain the confidentiality of non-public information disclosed during the engagement. This obligation survives termination for five (5) years. Confidential Information excludes information that is or becomes publicly available through no fault of the receiving party, was rightfully known prior to disclosure, or is independently developed.

7. Limitation of Liability

To the maximum extent permitted by law, NHK ENTERPRISE LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages. The Company's total liability shall not exceed the total fees paid by the client during the twelve (12) month period preceding the claim. This limitation applies notwithstanding any failure of essential purpose of any limited remedy.

8. Warranties and Disclaimer

The Company warrants Services will be performed in a professional manner in accordance with industry standards. If a client believes Services do not meet this standard, they must notify the Company in writing within thirty (30) days. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

9. Indemnification

Clients agree to indemnify NHK ENTERPRISE LLC against claims arising from the client's use of Services in violation of these Terms, the client's violation of applicable law, claims related to client data provided to the Company, or disputes with third parties arising from the Services.

10. Website Use

You agree to use our Site only for lawful purposes. Prohibited activities include unauthorized access attempts, transmitting malware, data scraping, impersonation, and interfering with Site functionality. All Site content is the property of NHK ENTERPRISE LLC or its licensors and is protected by intellectual property laws.

11. Third-Party Links

Our Site may contain links to third-party websites. We do not endorse or assume responsibility for third-party content, products, or services. Your use of third-party sites is at your own risk.

12. Termination

Either party may terminate a Services engagement per the applicable SOW. The Company reserves the right to terminate or suspend Site access for conduct violating these Terms. Upon termination, the client shall pay all fees due, and each party shall return or destroy the other's Confidential Information as directed.

13. Force Majeure

Neither party shall be liable for delays due to causes beyond reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemics, power outages, telecommunications failures, or internet disruptions.

14. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of Ohio. Disputes shall be resolved through: (1) good-faith negotiations for 30 days; (2) mediation in Franklin County, Ohio; and (3) binding arbitration per AAA rules in Franklin County, Ohio. Each party bears its own legal fees unless otherwise determined by the arbitrator or court.

15. Severability

If any provision is found unenforceable, the remaining provisions continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

16. Entire Agreement

These Terms and any applicable SOW constitute the entire agreement between you and NHK ENTERPRISE LLC regarding the Site and Services, superseding any prior agreements. No modification shall be effective unless in writing and signed by an authorized representative of the Company.

17. Waiver

Failure by either party to enforce any provision shall not constitute a waiver. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought.

18. Contact Information