Terms of Service

1.1 Who these Terms apply to. These Terms apply to every person who visits the Website and to every person or organization that engages JD Works to perform services (a “Client”). If you accept these Terms on behalf of a company or other organization, you represent that you have the authority to bind that organization, and “you” and “Client” then refer to that organization.

1.2 Eligibility and business use. You must be at least eighteen (18) years of age and capable of forming a binding contract to use the Website or engage JD Works. Our services are provided for business purposes only and are not offered to consumers for personal, family, or household use.

1.3 Documents that make up the agreement. Services are provided under a written proposal, order, or statement of work that describes the engagement and that both parties have accepted in writing, including by electronic signature or by email acceptance (a “Statement of Work”). Together, the Statement of Work, these Terms, and the documents incorporated by reference form the agreement between the parties. If the documents conflict, the following order of precedence applies: (a) a Statement of Work, but only to the extent that it expressly identifies the provision of these Terms that it is intended to override; (b) any data processing addendum or other written agreement signed by both parties; (c) these Terms; and (d) our Privacy Policy.

1.4 Privacy Policy. Our Privacy Policy, available on the Website, describes how we collect, use, and protect personal information and is incorporated into these Terms by reference.

1.5 Changes to these Terms. We may update these Terms from time to time. The updated version will be posted on the Website with a revised “Last Updated” date, and it applies to your use of the Website from that date. For a Statement of Work that has already been accepted, the version of these Terms in effect on the date of acceptance continues to govern that Statement of Work unless both parties agree otherwise in writing, except where a change is required by law.

In these Terms, the following capitalized terms have the meanings below. Other terms are defined where they first appear.

• “AI Features” means any functionality of a Deliverable or of our services that uses machine learning, large language models, or other artificial intelligence technology, including functionality provided by a Third-Party Service.
• “Background Materials” means all software, code, templates, workflows, components, libraries, frameworks, methods, processes, tools, documentation formats, know-how, and other materials that JD Works owned or developed before the engagement or develops independently of it, together with all improvements and derivatives of them, in each case excluding Client Materials and Client’s Confidential Information.
• “Client Data” means all data, records, and content, including personal information, that is provided by or on behalf of Client, or that Client’s systems generate or hold, and that JD Works accesses or processes in performing the services.
• “Client Materials” means all materials, information, specifications, content, data (including Client Data), accounts, and systems that Client provides or makes available to JD Works.
• “Deliverables” means the custom workflows, automations, software, configurations, integrations, and documentation that JD Works creates specifically for Client and delivers to Client under a Statement of Work.
• “Fees” means the amounts payable by Client to JD Works under a Statement of Work.
• “Maintenance” means the ongoing monitoring, updating, support, and improvement of a Deliverable after it goes live, as described in Section 5.5.
• “Outputs” means content, data, classifications, decisions, or other results generated by AI Features.
• “Third-Party Services” means software, platforms, application programming interfaces, models, hosting, and other products or services that are owned or operated by a party other than JD Works, including those Client selects or already uses.

3.1 License to use the Website. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for your own lawful, internal business purposes, namely to learn about JD Works and its services and to contact us.

3.2 Acceptable use. You agree not to, and not to permit others to:

• use the Website in violation of any applicable law or regulation, or to infringe or violate the rights of any person;
• interfere with or disrupt the Website or the servers and networks that support it, including by transmitting malware or by overloading, flooding, or attacking them;
• attempt to gain unauthorized access to the Website, to any account, system, or network connected to it, or to data that is not intended for you, or probe, scan, or test the vulnerability of any of them;
• scrape, harvest, or copy the Website or its content by automated means, other than through the standard operation of public search engines;
• reverse engineer, decompile, or attempt to extract the source code of any part of the Website, except to the extent that applicable law expressly permits it despite this restriction;
• reproduce, frame, mirror, or republish the Website or its content, or use it to build a competing product or service;
• impersonate any person or entity, or submit false, misleading, or fraudulent information; or
• use the Website or any contact information on it to send unsolicited commercial communications.

3.3 Ownership of Website content. The Website and all of its content, including text, graphics, layout, design, source code, and the arrangement of them, are owned by JD Works or its licensors and are protected by copyright, trademark, and other laws. Except for the limited license in Section 3.1, no rights are granted to you.

3.4 Trademarks. “JD Works,” the JD Works logo, and all related names, logos, and slogans are trademarks of JD Works. You may not use them without our prior written consent.

3.5 Inquiries. Submitting an inquiry through the Website or by email does not create an engagement, a contract for services, or any obligation on either party. An engagement begins only when a Statement of Work has been accepted. Information you submit in an inquiry is handled in accordance with our Privacy Policy but is not subject to the confidentiality obligations in Section 9 unless and until the parties enter into a Statement of Work or a written non-disclosure agreement. Please do not include confidential, sensitive, or regulated information in an inquiry.

3.6 Illustrative content. Estimators, calculators, timelines, ranges, examples, and descriptions on the Website are provided for general illustration only. They are not a quote, an offer, a proposal, a warranty, or a promise of any result, cost, saving, or time frame. Actual scope, pricing, and timing are set only in a Statement of Work after we have reviewed your specific process.

3.7 Third-party links. The Website may link to websites and services that we do not control. We do not endorse them and are not responsible for their content, availability, or practices, and your use of them is at your own risk.

3.8 Availability and changes. We may modify, suspend, or discontinue all or part of the Website at any time without liability. We do not guarantee that the Website will be available without interruption or free of errors.

3.9 Feedback. If you send us suggestions, ideas, or other feedback about the Website or our services, you grant JD Works a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it for any purpose without obligation or attribution to you. This license does not extend to Client Materials or Client Data.

3.10 Copyright complaints. If you believe that content on the Website infringes your copyright, please email contact@jdworks.co with a description of the work, the location of the allegedly infringing content, your contact information, and a statement made in good faith that the use is unauthorized, and we will review and respond appropriately.

4.1 Statements of Work. JD Works provides services only under a Statement of Work. Each Statement of Work will describe, as applicable, the services and Deliverables, the acceptance criteria, the estimated timeline, the Fees and payment schedule, key assumptions, the engagement type (fixed scope, monthly, or hourly), and the responsibilities of each party. No services are owed, and no Fees are payable, until a Statement of Work has been accepted in writing by both parties.

4.2 How we work. Unless a Statement of Work provides otherwise, an engagement follows these stages: a discovery conversation about how the work is done today; a written map of the process and the systems involved; a written plan that states what will be built, what it will and will not do, and what counts as complete; build and testing against representative cases supplied by Client; launch with monitoring; and a stabilization period after launch. No build work begins until Client has approved the written plan.

4.3 Engagement types. A Statement of Work may provide for services on a fixed-scope basis, in which a defined scope is delivered for a fixed Fee; on a monthly basis, in which ongoing services such as Maintenance are provided for a recurring monthly Fee; or on an hourly basis, in which services are billed for time spent at the rates stated in the Statement of Work.

4.4 Changes to scope. Work that is not described in a Statement of Work is outside its scope. Either party may propose a change. A change takes effect only when both parties have agreed to it in writing (a “Change Order”), including any adjustment to the Fees, the timeline, or other terms. If the shape of the work changes, JD Works may pause the affected work until the Change Order is agreed, and we are not obliged to absorb changes at no charge.

4.5 Estimates and timelines. Timelines and durations that we give are good-faith estimates and depend on Client meeting its responsibilities on time. They are not guarantees. If Client delays providing access, information, feedback, or approvals, the timeline is extended by an equivalent period, and JD Works is not liable for any resulting delay.

4.6 Client responsibilities. Client will, at its own cost and in a timely manner:

• provide complete and accurate information, access, decisions, and approvals that we reasonably request, and designate a point of contact with authority to give them;
• maintain, and pay for, its own accounts, licenses, subscriptions, and usage of Third-Party Services that the Deliverables use, and comply with their terms;
• ensure that it has all rights, permissions, notices, and consents necessary to give us access to Client Materials and to have us process Client Data as contemplated by the Statement of Work;
• review and test Deliverables promptly and report issues in writing;
• maintain its own backups of its data and systems;
• keep its credentials and accounts secure, and revoke access it has granted to us when it is no longer needed; and
• comply with all laws that apply to its business, its use of the Deliverables, and its own customers and personnel.

4.7 Access to Client systems. Client authorizes JD Works, on a limited and revocable basis, to access the accounts, systems, and data that Client makes available, solely to perform the services. JD Works will request only the access that the services require, and Client will, where practicable, provide that access through dedicated accounts or limited permissions rather than through administrator or personal credentials. Client is responsible for the consequences of any access it grants and for any access granted to us that Client is not authorized to grant.

4.8 Independent contractor and subcontractors. JD Works is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, agency, or fiduciary relationship. JD Works controls the manner and means of performing the services and may engage independent contractors to assist, provided that they are bound by confidentiality and data protection obligations no less protective than those in these Terms, and JD Works remains responsible for their performance.

4.9 Non-exclusive relationship. Nothing in these Terms prevents JD Works from providing services to others, provided that JD Works complies with Sections 8 and 9.

4.10 Ancillary technical assistance. Where a Statement of Work includes ancillary technical assistance, such as help with account access or the documentation of existing setups, it is provided as needed and on an hourly basis. Larger information technology projects, such as the setup of an entire office, are outside our services unless a Statement of Work expressly includes them.

4.11 Right to decline. JD Works may decline any engagement, and may advise Client that a process is not suitable for automation, at any time before a Statement of Work is accepted.

5.1 Testing before launch. JD Works will test each Deliverable against representative cases supplied by Client, including exceptions that Client has identified, before it is launched.

5.2 Acceptance. Client has ten (10) business days after JD Works notifies Client that a Deliverable is ready for review (the “Review Period”) to give written notice of any material failure of the Deliverable to conform to the specifications in the Statement of Work, with reasonable detail. JD Works will correct any confirmed failure within a reasonable time and resubmit the Deliverable for review. A Deliverable is accepted on the earliest of Client’s written acceptance, the end of the Review Period without a written notice of nonconformity, and Client’s use of the Deliverable in live operation.

5.3 Stabilization period. After a Deliverable goes live, JD Works will monitor it and, for the stabilization period stated in the Statement of Work, will correct Defects at no additional charge. A “Defect” is a failure of the Deliverable to conform materially to the written specifications in the Statement of Work. The following are not Defects: changes to Third-Party Services or to Client’s systems or data; modifications made by anyone other than JD Works; misuse or use outside the documented scope; requests for new features or behavior; and failures caused by Client Materials or by Client’s failure to meet its responsibilities.

5.4 After the stabilization period. After the stabilization period ends, changes and corrections are provided as Maintenance under a monthly Statement of Work or, if there is none, on an hourly basis.

5.5 Maintenance. Where Client subscribes to Maintenance, the scope is set out in the Statement of Work and may include monitoring, updating, and adapting the Deliverable as Client’s processes and the connected Third-Party Services change, and recording the changes made. Maintenance Fees are billed monthly in advance. Unless a Statement of Work expressly states a service level, JD Works makes no commitment regarding uptime, response time, or resolution time. Work required because a Third-Party Service changes or is withdrawn is within Maintenance only to the extent the Statement of Work says so and otherwise is billed separately.

6.1 Fees. Client will pay the Fees stated in the applicable Statement of Work. Unless stated otherwise, all amounts are in United States dollars.

6.2 Deposits and milestones. A Statement of Work may require a deposit or milestone payments. JD Works is not obliged to begin work, or to continue work, until any amount that has fallen due has been received.

6.3 Invoices and due dates. Unless the Statement of Work provides otherwise, JD Works will invoice Client electronically, and each invoice is due within fourteen (14) days of the invoice date. Payment must be made through the electronic payment method that JD Works designates. Card and other electronic payments are processed by third-party payment processors whose terms also apply, and JD Works does not store full payment card numbers.

6.4 Late payment and suspension. Overdue amounts accrue interest at the lesser of one percent (1.0%) per month and the maximum rate permitted by law, from the due date until paid. Client will also reimburse the reasonable costs of collection, including reasonable attorneys’ fees. If an amount remains unpaid seven (7) days after written notice of nonpayment, JD Works may suspend the services, and any Deliverables it hosts or operates, until all overdue amounts are paid. JD Works is not liable for any consequence of a suspension made in accordance with this Section 6.4.

6.5 Taxes. Fees are exclusive of all sales, use, value-added, goods and services, withholding, and similar taxes, duties, and levies, which are Client’s responsibility, other than taxes on JD Works’ net income. If applicable law requires Client to withhold any amount from a payment, Client will increase the payment so that JD Works receives the full amount it would have received without the withholding.

6.6 Third-party and usage costs. Unless a Statement of Work expressly provides otherwise, the Fees do not include the cost of Third-Party Services or usage-based charges, such as software subscriptions, licenses, hosting, telephony, messaging, and artificial intelligence provider usage charges. Client is responsible for those costs, whether they are billed to Client directly under Client’s own accounts or passed through by JD Works at cost with reasonable documentation.

6.7 Disputed invoices. If Client disputes an invoice in good faith, it must notify JD Works in writing with reasonable detail within ten (10) days of the invoice date and pay the undisputed portion by the due date. The parties will work in good faith to resolve the dispute promptly.

6.8 No set-off. Client may not withhold, reduce, or set off any amount owed to JD Works on account of a claim it asserts against JD Works.

6.9 Refunds. Except where a Statement of Work expressly states a refund right, or where the law requires otherwise, Fees are non-refundable, and Fees for work already performed are earned when the work is performed.

6.10 Changes to rates. JD Works may change hourly and monthly rates by giving Client at least thirty (30) days’ written notice. A change does not affect a fixed Fee under an accepted Statement of Work.

7.1 Third-Party Services. Deliverables typically operate with Third-Party Services, such as email, customer relationship management, accounting, storage, messaging, and artificial intelligence platforms. JD Works does not own or control them. Client’s use of them is subject to their own terms, fees, and policies. JD Works does not warrant their availability, accuracy, security, or continued compatibility, and it is not responsible for changes to their features, interfaces, pricing, or policies, or for their suspension, restriction, or withdrawal, except to the extent caused by JD Works’ breach of a Statement of Work. If a Third-Party Service changes in a way that affects a Deliverable, adapting the Deliverable is Maintenance or additional work as described in Section 5.5.

7.2 Nature of AI Features. AI Features are probabilistic. Outputs may be inaccurate, incomplete, inconsistent, out of date, biased, or unsuitable for a particular purpose, and the same input may produce different Outputs at different times. Where a Statement of Work provides for it, JD Works designs a Deliverable to refer uncertain or unusual cases to a person, but JD Works cannot eliminate errors.

7.3 Client responsibility for Outputs. Client is responsible for reviewing Outputs where appropriate, for establishing suitable human oversight, and for every decision made or action taken on the basis of an Output, including decisions affecting Client’s own customers, employees, and counterparties.

7.4 No professional advice. The services, Deliverables, and Outputs are not legal, financial, tax, accounting, insurance, medical, or other regulated professional advice, and Client should obtain that advice from a qualified professional where it is needed.

7.5 Lawful use of AI Features. Client is responsible for using AI Features lawfully, including by giving its customers and personnel any disclosures the law requires, obtaining any required consents, and complying with laws that regulate automated processing and automated decisions, particularly decisions about employment, credit, insurance, housing, or access to essential services. Client will not instruct JD Works to build or operate AI Features for a use that the applicable provider’s usage policies or the law prohibits.

7.6 Model and provider changes. Artificial intelligence providers may change, replace, restrict, or discontinue their models and terms. JD Works may, on notice to Client, substitute a comparable provider or model where reasonably necessary to keep a Deliverable operating.

8.1 Client Materials. As between the parties, Client retains all right, title, and interest in Client Materials. Client grants JD Works a non-exclusive, worldwide, royalty-free license to use, copy, and process Client Materials during the term of the engagement solely to perform the services for Client.

8.2 Background Materials. As between the parties, JD Works retains all right, title, and interest in Background Materials, including any reusable templates, components, workflows, and methods that JD Works uses to deliver its services. Nothing in these Terms transfers ownership of Background Materials to Client.

8.3 Ownership of Deliverables. Subject to Client’s payment in full of all Fees due for a Deliverable, JD Works assigns to Client all of JD Works’ right, title, and interest in the Deliverable, excluding Background Materials and Third-Party Materials (defined in Section 8.5). Until payment in full is received, JD Works grants Client a limited, non-exclusive license to use the Deliverable for its internal business operations.

8.4 License to embedded Background Materials. To the extent that a Deliverable incorporates Background Materials, JD Works grants Client a non-exclusive, perpetual, worldwide, royalty-free, non-transferable (except to a successor to Client’s business) license to use, copy, and modify those Background Materials solely as part of the Deliverable and for Client’s internal business operations.

8.5 Third-Party Materials and open source. A Deliverable may incorporate or depend on software, content, or services that are owned by third parties, including open source software and Third-Party Services (“Third-Party Materials”). Third-Party Materials are licensed under their own terms, which apply in place of this Section 8, and JD Works does not assign ownership of them.

8.6 Transition and portability. Where a Deliverable is hosted or operated on infrastructure that JD Works manages, then, on Client’s written request and after payment of all undisputed amounts due, JD Works will provide reasonable assistance to transfer the Deliverable to infrastructure that Client or its designee controls. This includes an export of the workflow definitions, configuration, and documentation for the Deliverable. It does not include credentials, another client’s data, or Background Materials that are not incorporated in the Deliverable. Transition assistance beyond a basic export is billed on an hourly basis.

8.7 Outputs. As between the parties, and to the extent permitted by law and by the applicable provider’s terms, Client owns the Outputs generated for it. JD Works makes no representation that Outputs are protectable by intellectual property law or that they do not resemble content generated for others.

8.8 General knowledge and similar work. Nothing in these Terms restricts JD Works from using the general skills, knowledge, and experience it gains, or from developing or providing similar solutions for others, provided that JD Works does not use or disclose Client’s Confidential Information or Client Data in doing so.

8.9 Publicity. JD Works will not use Client’s name, logo, or trademarks, or identify Client publicly as a client, without Client’s prior written consent. JD Works may describe its work in general terms that do not identify Client or disclose Client’s Confidential Information.

8.10 Reservation of rights. All rights that are not expressly granted in these Terms are reserved.

9.1 Confidential Information. “Confidential Information” means non-public information that one party (the “Discloser”) discloses to the other party (the “Recipient”) in connection with an engagement and that is marked or identified as confidential or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure. Client Data, credentials, and Client’s business processes are Client’s Confidential Information. Background Materials, pricing, and non-public aspects of JD Works’ methods and systems are JD Works’ Confidential Information.

9.2 Obligations. The Recipient will (a) use the Discloser’s Confidential Information only to perform its obligations and exercise its rights under the engagement; (b) protect it using at least the degree of care that it uses to protect its own confidential information of a similar nature, and in any event no less than reasonable care; and (c) disclose it only to its personnel, contractors, and professional advisers who need to know it for those purposes and who are bound by confidentiality obligations no less protective than these.

9.3 Exclusions. Confidential Information does not include information that the Recipient can show (a) is or becomes publicly available through no breach by the Recipient; (b) was lawfully known to the Recipient before disclosure without restriction; (c) is lawfully received from a third party that is not under a duty of confidentiality; or (d) is independently developed without use of the Discloser’s Confidential Information.

9.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, or legal process, provided that, where legally permitted, it gives the Discloser prompt notice so that the Discloser may seek a protective order, and discloses only the portion that it is legally required to disclose.

9.5 Duration. The obligations in this Section 9 apply during the engagement and for three (3) years after it ends. They continue for as long as the information remains a trade secret under applicable law and, for Client Data, for as long as the Recipient holds it.

9.6 Return or deletion. On the Discloser’s written request after the engagement ends, the Recipient will return or delete the Discloser’s Confidential Information, subject to Section 10.8 and to any obligation to retain it by law. The Recipient is not required to delete information held in routine backups, provided that the backups remain subject to this Section 9 until they are overwritten.

9.7 Equitable relief. Each party acknowledges that a breach of this Section 9 may cause irreparable harm for which damages would be an inadequate remedy, and that the Discloser may seek injunctive or other equitable relief in addition to any other remedy.

10.1 Ownership and use of Client Data. As between the parties, Client owns Client Data. JD Works will process Client Data only as necessary to perform the services and in accordance with Client’s documented instructions, which are the Statement of Work and these Terms, and any further written instruction that is consistent with them.

10.2 Roles. Where data protection law applies, Client is the controller (or business) and JD Works is the processor (or service provider) with respect to Client Data. JD Works will not sell Client Data, will not retain, use, or disclose it outside the direct business relationship with Client or for any purpose other than performing the services, and will not use it to train artificial intelligence models.

10.3 Client warranties. Client represents and warrants that it has, and will maintain, all rights, notices, consents, and legal bases required to provide Client Data to JD Works and to have JD Works process it as contemplated by the Statement of Work, and that its instructions comply with applicable law.

10.4 Restricted data. Unless a Statement of Work expressly provides otherwise, Client will not provide to JD Works, or permit JD Works to access, any of the following:

• protected health information as defined by the U.S. Health Insurance Portability and Accountability Act of 1996 (HIPAA). JD Works is not a business associate of Client under HIPAA unless the parties have signed a business associate agreement;
• full payment card numbers, security codes, or other data governed by the Payment Card Industry Data Security Standard;
• government identification numbers, such as Social Security numbers, passport numbers, and driver’s license numbers, and biometric data;
• personal information of children under the age of sixteen (16);
• special categories of personal data under the General Data Protection Regulation or the United Kingdom General Data Protection Regulation; and
• data that is subject to export controls that restrict its transfer or access.

Where a Statement of Work provides for the processing of any of these categories, it will describe the additional safeguards that apply, and Client bears responsibility for ensuring that the processing is lawful.

10.5 Safeguards. JD Works will maintain the administrative, technical, and organizational safeguards described in Section 7 of our Privacy Policy, including least-privilege access and the separate storage of each client’s credentials, and will not share one client’s credentials or Client Data with another client.

10.6 Data processing addendum. On Client’s request, or where the law requires it, the parties will enter into a data processing addendum that reflects the requirements of applicable data protection law, including Standard Contractual Clauses where they apply. In the event of a conflict, the addendum takes precedence over this Section 10 with respect to the processing it covers.

10.7 Security incidents. JD Works will notify Client without undue delay after confirming a security incident that affects Client Data, and will provide the information reasonably available to it to help Client meet its own notification obligations, and cooperate reasonably in the investigation and remediation. Client is responsible for any notification to its own customers, personnel, and regulators.

10.8 Return and deletion. When an engagement ends, JD Works will revoke and delete the credentials, keys, and tokens that Client provided, promptly and within thirty (30) days, and will, at Client’s written request or within sixty (60) days after the engagement ends, whichever is earlier, return or delete Client Data. Copies held in routine backups will be overwritten in the ordinary course within ninety (90) days after that. JD Works may retain Client Data to the extent that the law requires or that is necessary to establish, exercise, or defend a legal claim, and it will continue to protect it in accordance with these Terms.

10.9 Client security responsibilities. Client is responsible for the security of its own accounts and systems, for enabling the access controls its platforms make available (such as multi-factor authentication), and for promptly informing JD Works of any suspected compromise of credentials it has provided.

11.1 Mutual authority. Each party represents and warrants that it has the power and authority to enter into these Terms and to perform its obligations under them.

11.2 Services warranty. JD Works warrants that it will perform the services in a professional and workmanlike manner, consistent with generally accepted industry standards for comparable services. If the services do not conform to this warranty and Client notifies JD Works in writing within the stabilization period stated in the Statement of Work (or, where none is stated, within thirty (30) days after the services are performed), JD Works will re-perform the nonconforming services at no additional charge. If JD Works is unable to correct the nonconformity after reasonable efforts, it will refund the Fees paid for the nonconforming portion of the services. This Section 11.2 states Client’s exclusive remedy, and JD Works’ entire liability, for any breach of the services warranty.

11.3 Client warranties. Client represents and warrants that Client Materials, and its instructions to JD Works, do not and will not infringe, misappropriate, or violate any third party’s rights or any applicable law, and that it has the right to grant the access and licenses that these Terms describe.

11.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 11.2 OR IN A STATEMENT OF WORK, THE WEBSITE, THE SERVICES, THE DELIVERABLES, AND THE OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, JD WORKS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. JD WORKS DOES NOT WARRANT THAT THE WEBSITE OR ANY DELIVERABLE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT OUTPUTS WILL BE ACCURATE OR COMPLETE, OR THAT THIRD-PARTY SERVICES WILL FUNCTION OR CONTINUE TO BE AVAILABLE. JD WORKS DOES NOT GUARANTEE ANY BUSINESS RESULT, INCLUDING COST SAVINGS, TIME SAVINGS, REVENUE, LEAD VOLUME, CONVERSION, RETURN ON INVESTMENT, OR REGULATORY COMPLIANCE.

11.5 Guarantees only in writing. A guarantee, warranty, or performance commitment binds JD Works only if it is stated in a Statement of Work that JD Works has accepted in writing. No statement in marketing materials, on the Website, or in a conversation or message, including a statement by a sales, referral, or lead-generation partner or by any other third party, is a warranty or guarantee or forms part of an agreement with JD Works unless it appears in an accepted Statement of Work.

12.1 Exclusion of certain damages. TO THE FULLEST EXTENT PERMITTED BY LAW, JD WORKS WILL NOT BE LIABLE TO YOU OR TO ANYONE CLAIMING THROUGH YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, THE SERVICES, THE DELIVERABLES, OR THE OUTPUTS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF JD WORKS HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

12.2 Cap on liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF JD WORKS ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, THE SERVICES, THE DELIVERABLES, AND THE OUTPUTS WILL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO JD WORKS UNDER THE STATEMENT OF WORK GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT THAT FIRST GAVE RISE TO LIABILITY. FOR A PERSON WHO HAS NOT ENTERED INTO A STATEMENT OF WORK WITH JD WORKS, THE TOTAL AGGREGATE LIABILITY OF JD WORKS WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US $100).

12.3 Exceptions. Sections 12.1 and 12.2 do not limit (a) Client’s obligation to pay Fees; (b) Client’s obligations under Section 13.1; or (c) either party’s liability for fraud, willful misconduct, or gross negligence, or any other liability that cannot be excluded or limited under applicable law.

12.4 Third-party systems and backups. JD Works is not liable for the loss, corruption, or unavailability of data that resides in Client’s systems or in Third-Party Services, except to the extent caused by JD Works’ breach of these Terms, and Client is responsible for maintaining its own backups of that data.

12.5 Basis of the bargain. The parties acknowledge that the Fees reflect the allocation of risk in this Section 12, that it is an essential basis of the agreement, and that the limitations apply even if a limited remedy fails of its essential purpose.

12.6 Time limit for claims. To the extent permitted by law, any claim arising out of or relating to these Terms or the services must be brought within one (1) year after the cause of action accrues, and is otherwise barred.

13.1 Indemnification by Client. Client will defend JD Works and its owners, personnel, and contractors (the “JD Works Parties”) against any claim, demand, suit, or proceeding brought by a third party, and will indemnify the JD Works Parties against the resulting damages, fines, penalties, settlements, costs, and reasonable attorneys’ fees, to the extent arising out of or relating to: (a) Client Materials or Client Data, or JD Works’ use of them in accordance with these Terms and the Statement of Work; (b) Client’s breach of these Terms, a Statement of Work, or applicable law; (c) Client’s use of a Deliverable or an Output, including any decision made or action taken on the basis of an Output, that violates the law or a third party’s rights; or (d) an instruction by Client that requires JD Works to access a system or data without proper authorization.

13.2 Indemnification by JD Works. JD Works will defend Client against any claim brought by a third party alleging that a Deliverable, as delivered by JD Works and used in accordance with these Terms, infringes or misappropriates that third party’s United States copyright, patent, or trade secret, and will indemnify Client against the resulting damages, settlements, and costs finally awarded, subject to Section 12. JD Works has no obligation for a claim to the extent it arises from Client Materials, Third-Party Materials, modifications not made by JD Works, the combination of the Deliverable with items not supplied by JD Works, or use in breach of these Terms. If a Deliverable becomes, or in JD Works’ opinion is likely to become, the subject of such a claim, JD Works may procure the right for Client to continue using it, modify or replace it so that it is non-infringing, or, if neither is commercially reasonable, terminate the affected Deliverable and refund the Fees paid for it, less a reasonable amount for the period of use. This Section 13.2 states JD Works’ entire liability, and Client’s exclusive remedy, for infringement claims.

13.3 Procedure. The indemnified party will give the indemnifying party prompt written notice of the claim (a delay relieves the indemnifying party of its obligations only to the extent that it is prejudiced), sole control of the defense and settlement (provided that it may not settle a claim in a manner that admits fault on the indemnified party’s behalf or imposes non-monetary obligations on it without its consent, which may not be unreasonably withheld), and reasonable cooperation at the indemnifying party’s expense.

14.1 Term. These Terms apply for as long as you use the Website or have an accepted Statement of Work that remains in effect. Each Statement of Work has the term stated in it.

14.2 Termination for convenience. Either party may terminate a fixed-scope Statement of Work at any time by written notice to the other. Client may terminate Maintenance or any other monthly or hourly engagement at any time by written notice, effective at the end of the then-current monthly billing period (or, for an hourly engagement, on the date stated in the notice). JD Works may terminate a monthly or hourly engagement by giving Client at least thirty (30) days’ written notice.

14.3 Termination for cause. Either party may terminate a Statement of Work by written notice if the other party materially breaches these Terms or that Statement of Work and does not cure the breach within fifteen (15) days after receiving written notice describing it. JD Works may terminate immediately by written notice if Client uses the services in violation of applicable law, directs JD Works to access a system or data without proper authorization (see Section 4.7), or becomes insolvent or subject to bankruptcy or similar proceedings.

14.4 Suspension. In addition to Section 6.4, JD Works may suspend the services or Client’s access to any Deliverable that JD Works hosts or operates, immediately and with notice where practicable, if it reasonably believes that doing so is necessary to prevent harm to any system, to protect security, or to comply with the law.

14.5 Effect of termination on fees. On termination or expiration, Client will pay JD Works for all services performed and Deliverables prepared through the effective date of termination, for milestones that have been reached, and for non-cancellable costs that JD Works has incurred on Client’s behalf. If JD Works terminates for convenience under Section 14.2, it will refund any prepaid Fees for services that it has not performed.

14.6 Effect of termination on access and data. On termination or expiration, JD Works’ authorization to access Client’s systems ends, Client will stop using any license that is conditional on payment, and the parties will proceed in accordance with Sections 8.6, 9.6, and 10.8.

14.7 Survival. Sections 3.3, 3.4, 3.9, 6 (as to amounts accrued), 8, 9, 10.8, 11.4, 12, 13, 14.5 through 14.7, 16, and 17, and any other provision that by its nature is intended to survive, survive termination or expiration.

Neither party is liable for a failure or delay in performing its obligations, other than an obligation to pay money, to the extent caused by an event beyond its reasonable control. Those events include natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, acts of government, labor disputes, failures of power, internet, or telecommunications services, outages of Third-Party Services or cloud infrastructure, and malicious attacks that could not have been prevented by reasonable safeguards. The affected party will notify the other promptly and use reasonable efforts to resume performance. If the event continues for more than thirty (30) days, either party may terminate the affected Statement of Work by written notice.

16.1 Governing law. These Terms, each Statement of Work, and any dispute arising out of or relating to them or to the Website or the services are governed by the laws of the State of Washington, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Informal resolution. Before starting a proceeding, a party must give the other written notice of the dispute describing it in reasonable detail (a “Dispute Notice”), and the parties will try in good faith to resolve it within thirty (30) days after the Dispute Notice is received. This Section 16.2 does not apply to a claim for injunctive or other equitable relief under Section 16.4.

16.3 Courts and venue. Subject to Section 16.4, the state courts located in Clark County, Washington, and the United States District Court for the Western District of Washington, have exclusive jurisdiction over any dispute arising out of or relating to these Terms, the Website, or the services, and each party irrevocably consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum.

16.4 Equitable relief. Either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent or stop actual or threatened infringement or misappropriation of its intellectual property or breach of Section 9, without first complying with Section 16.2 and, to the extent that the law permits, without the need to post a bond.

16.5 Attorneys’ fees. In any action to enforce or interpret these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees, costs, and expenses from the other party.

17.1 Entire agreement. These Terms, each accepted Statement of Work, and the documents incorporated by reference are the entire agreement between the parties on their subject matter and supersede all prior and contemporaneous proposals, discussions, and understandings. Terms that Client proposes in a purchase order or similar document do not apply, even if JD Works accepts the order or performs the work.

17.2 No authority of intermediaries. Sales, referral, lead-generation, and marketing partners, and any other third party that introduces Clients to JD Works, are independent of JD Works. They have no authority to bind JD Works, to amend these Terms or a Statement of Work, or to make any representation, warranty, guarantee, or commitment on JD Works’ behalf.

17.3 Notices. Notices to JD Works must be sent by email to contact@jdworks.co. Notices to Client will be sent to the email address stated in the Statement of Work or, if none is stated, the address that Client most recently used to correspond with JD Works. A notice sent by email is treated as received on the business day it is sent, or on the next business day if sent outside business hours, unless the sender receives a delivery failure message.

17.4 Assignment. Client may not assign or transfer these Terms or a Statement of Work, by operation of law or otherwise, without JD Works’ prior written consent. JD Works may assign these Terms to an affiliate or to a successor to its business. Any purported assignment in breach of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.

17.5 Severability. If a provision of these Terms is held to be invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

17.6 Waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only if it is in writing and signed or sent by the waiving party.

17.7 No third-party beneficiaries. These Terms do not confer any right or remedy on any person other than the parties and, for Section 13, the JD Works Parties.

17.8 Compliance and sanctions. Each party will comply with the laws that apply to it in connection with these Terms. Client represents that neither it nor any person that owns or controls it is the subject of sanctions administered by the United States or any other applicable government, and that it will not use the services or Deliverables in violation of applicable export control or sanctions laws. JD Works may decline or suspend performance where doing so is necessary to comply with those laws.

17.9 Electronic communications and signatures. The parties agree to conduct business electronically. Electronic signatures and records, including acceptance of a Statement of Work by email or through an electronic signature service, have the same effect as handwritten signatures and paper records to the fullest extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act and the Washington Uniform Electronic Transactions Act.

17.10 Interpretation. Headings are for convenience only. The words “including” and “includes” mean “including without limitation.” These Terms will be interpreted according to their fair meaning and not strictly for or against either party. These Terms are written in English, and the English version controls over any translation.

17.11 Cumulative remedies. Except where these Terms expressly state that a remedy is exclusive, the rights and remedies in these Terms are cumulative and in addition to any others available at law or in equity.

17.12 Counterparts. A Statement of Work may be executed in counterparts, each of which is an original and all of which together are one instrument.

Questions about these Terms, notices under them, and requests concerning the Website may be sent to:

• Email: contact@jdworks.co
• Website: jdworks.co