JDN Systems - Master Service Agreement

1.1 IP OWNERSHIP & TAX TREATMENT

For Ownership ($4,500) packages: Upon full payment, all Intellectual Property (IP) rights transfer to Client. Tax Classification: Capital Asset (Section 263(a)).

For Lease ($250/mo) packages: JDN Systems retains all IP rights. Client is granted a revocable license. Tax Classification: Operating Expense / Rent (Section 162).

1.2 SCOPE & COMPATIBILITY

Quotes cover strictly the initial feature list. Any additions ("Scope Creep") are billed at $150/hr. We guarantee compatibility on the latest versions of Chrome, Safari, and Edge.

1.3 HOSTING INDEMNITY

For self-hosted clients, JDN Systems is not liable for server configuration errors, SSL expiration, or database corruption caused by third-party hosts (e.g., GoDaddy).

2.1 ADVISORY CAPACITY (FIDUCIARY DISCLAIMER)

Provider acts solely as a strategic advisor, not as a corporate officer or director. Decisions to implement advice are made solely by the Client. Provider assumes no fiduciary liability for business outcomes.

2.2 NO REVENUE GUARANTEE

Marketing involves inherent market risk. While we utilize data-backed methods, Provider does not guarantee specific revenue figures, ROAS, or lead volumes. Past performance does not guarantee future results.

3.1 3RD PARTY DEPENDENCY WAIVER

Our systems rely on external APIs (OpenAI, Zapier, Twilio). Provider is not liable for business interruption, data loss, or errors caused by third-party API outages, deprecations, or pricing changes.

3.2 DATA PROCESSING & LIABILITY

Client retains full ownership of customer data. Provider operates on a "Least Privilege" model. Provider is not liable for data breaches occurring within third-party platforms (e.g., a Slack hack or OpenAI leak).

4.1 THE CAP

In no event shall Provider be liable for special, incidental, or consequential damages (including lost profits). Total liability is strictly limited to the Total Fees Paid by the Client in the preceding 6 months.

4.2 EXCLUSIVE VENUE

This agreement is governed by the laws of New York State. All legal actions must be filed exclusively in Queens County, New York. Client waives objection to this venue.

5.1 NEUTRAL TECHNOLOGY PROVIDER

Provider is a neutral builder. We do not endorse the Client's business model. Client warrants that their business is lawful and complies with all local, state, and federal regulations.

5.2 PROHIBITED USE

Services may not be used for illegal gambling, fraud, hate speech, or illicit sales. Violation results in immediate termination with NO REFUND.

6.1 NET-TERMS & LATE FEES

Invoices are strictly due upon receipt unless explicitly stated otherwise. Accounts carrying balances past 15 days will incur a 1.5% monthly late fee compound interest. Work on all active phases immediately pauses until the balance is resolved.

6.2 CHARGEBACK WAIVER

Client waives the right to initiate credit card chargebacks for any services rendered. Disputes must be handled via written notice to the Provider. Any unauthorized chargeback will immediately trigger collections and a $500 penalty fee.

7.1 MUTUAL NON-DISCLOSURE

Both parties agree to hold all proprietary information, trade secrets, software architecture, and internal marketing data in the strictest confidence. Neither party shall disclose Confidential Information to third parties without prior written consent.

7.2 SURVIVAL OF SECRECY

The duty to protect Confidential Information survives the termination of this agreement and remains binding for a period of three (3) years from the date of final offboarding.

8.1 TERMINATION FOR CONVENIENCE

Either party may terminate active retainer agreements with a 30-day written notice. Client is responsible for pro-rated billing up to the final termination date. Retainers are non-refundable.

8.2 ASSET TRANSFER

Upon termination, Provider will package and transfer all Client-owned data, credentials, and codebases. Transfer protocols will only commence once the Client's account carries a zero balance.