✦ Master Services AgreementVersion 3.0 · June 2026

✦ Master Services Agreement

Master Services Agreement.

This Master Services Agreement (the “Agreement”) constitutes a legal, binding agreement between J450N.AI, a division of JMS Innovative Solutions LLC, a Florida limited liability company with offices in South Florida (“J450N.AI”), and the client identified in any Statement of Work or other agreement that references this Master Services Agreement (“Client”) for certain Services (as defined below), and states the terms upon which J450N.AI provides such Services to Client. This Agreement is offered by J450N.AI on its standard terms; Client acknowledges that the pricing for the Services reflects the allocation of risk set forth herein.

Provider: J450N.AI · a division of JMS Innovative Solutions LLCPermanent URL: j450n.ai/msa

Incorporation by Reference

This Agreement is incorporated by reference into any Statement of Work, Service Order, Service Addendum, or other agreement that references this Agreement, whether by its permanent URL above or by title. A copy of this Agreement in effect as of the date of each Statement of Work shall be delivered to, or made available to, Client together with that Statement of Work, and Client’s execution of the Statement of Work constitutes Client’s acknowledgment that it has received, read, and agreed to this Agreement. J450N.AI shall retain a dated, archived copy of each version of this Agreement. The “Effective Date” of the Agreement as between J450N.AI and any Client shall be the date upon which Client first executes a Statement of Work or other agreement referencing this Agreement. If any referenced URL fails to resolve, the version delivered with, or otherwise in effect as of, the applicable Statement of Work shall govern. No pre-printed or standard terms on any Client purchase order or similar document shall apply, and any such terms are expressly rejected.

1.Services

1.1J450N.AI Services

Subject to Client’s compliance with this Agreement, J450N.AI will provide the services as specifically described in the applicable Service Addendum and Statement of Work (collectively, “Services”). The specific type of Services, deliverables, timelines, and service-specific terms shall be set forth in the applicable Service Addendum and Statement of Work executed by the parties. J450N.AI shall determine the methods, technology, personnel, and means of performing the Services in its sole discretion.

1.2Service Activation

Following execution of the Statement of Work, J450N.AI shall initiate the activation of the Services as described in the applicable Service Addendum and Statement of Work. Timelines and milestones are good-faith estimates only and are conditioned on Client’s timely cooperation and performance of its responsibilities.

1.3Support

J450N.AI will provide the level of support applicable to the Service package purchased by Client as detailed in the applicable Service Addendum. Client may initiate support requests by contacting: [email protected]. Any service levels are targets only and, unless an Addendum expressly states otherwise, do not constitute warranties or entitle Client to credits or other remedies.

1.4Modifications to Services

J450N.AI may modify the Services from time to time, provided that such modifications do not materially adversely affect the core functionality of the Services purchased by Client. Any material modifications will be communicated to Client with reasonable advance notice.

1.5Artificial Intelligence Services

Client acknowledges that the Services, including the J450N.AI platform, employ artificial intelligence and machine-learning technologies and that outputs are probabilistic, may contain errors or omissions, and may not be accurate, complete, or fit for Client’s particular purpose. Client is solely responsible for reviewing, validating, and determining the suitability of any output before relying on or acting upon it. J450N.AI does not provide legal, financial, medical, or other professional advice through the Services, and outputs do not constitute such advice. Client assumes all risk arising from its use of, or reliance on, any output.

2.Fees and Payment

2.1Payment Terms

Payment for Services shall be made according to the terms set forth in the Pricing Addendum and, where the Pricing Addendum is silent, within fifteen (15) days after the date of invoice. Payment may be made either: (a) directly by Client; or (b) on behalf of Client by a designated reseller as specified in the Statement of Work, provided that Client remains primarily liable for all amounts. All fees are non-cancelable and all amounts paid are non-refundable except as expressly stated in a Statement of Work. All amounts are stated and payable in U.S. dollars and are exclusive of taxes; Client is responsible for all sales, use, withholding, and similar taxes, other than taxes on J450N.AI’s net income.

2.2No Setoff; Disputes

Client shall pay all amounts when due without any setoff, deduction, recoupment, or withholding of any kind. Client must notify J450N.AI in writing of any good-faith dispute regarding an invoice within ten (10) days of the invoice date, failing which the invoice is deemed accepted; in all events Client shall timely pay all undisputed amounts.

2.3Late Payment

Any payment not received when due shall accrue interest at the rate of one and one-half percent (1.5%) per month or the highest rate allowed by applicable law, whichever is lower, from the due date until paid.

2.4Acceleration

If Client fails to pay any undisputed amount when due and does not cure such failure within ten (10) days after written notice, all remaining committed fees for the then-current term of the applicable Statement of Work shall become immediately due and payable.

2.5Suspension of Services

In addition to its other remedies, J450N.AI may suspend the Services, in whole or in part, upon ten (10) days’ prior written notice if any undisputed amount is overdue. Suspension shall not relieve Client of its payment obligations, and J450N.AI shall have no liability for any consequences of a suspension made in accordance with this Section.

2.6Fee Adjustments

J450N.AI may increase recurring fees effective upon any renewal term, and not more than once in any twelve (12)-month period during a term, upon thirty (30) days’ prior written notice.

3.Client’s Use of the Services

3.1Client Account

Where applicable, Client shall create and maintain account credentials and is responsible for (a) the accuracy and completeness of registration information; and (b) the security and confidentiality of all account credentials. Client is responsible for all activity occurring under its accounts.

3.2Authorized Users

Client shall designate authorized users, who must be Client’s employees, agents, or contractors acting within the scope of their duties to Client. Client is responsible for the acts and omissions of its authorized users as if they were Client’s own.

3.3Acceptable Use

Client shall comply with J450N.AI’s Acceptable Use Policy, the current version of which is made available to Client with the applicable Statement of Work and in the J450N.AI Privacy Policy. Client shall not use the Services for any unlawful purpose or in violation of any applicable laws, regulations, or third-party rights.

3.4Client Responsibilities

Client shall: (a) cooperate with J450N.AI in all matters relating to the Services; (b) provide such information, materials, and access as J450N.AI may reasonably request; and (c) comply with all applicable laws and regulations in connection with its use of the Services. J450N.AI is not responsible for any delay or deficiency to the extent caused by Client’s failure to perform its responsibilities.

3.5Client Data and Materials

Client represents and warrants that it owns or has all necessary rights, licenses, and consents to the data, content, and materials it provides (“Client Materials”) and to J450N.AI’s processing of them to provide the Services, and that the Client Materials do not infringe or violate any third-party right or applicable law. Client is solely responsible for the legal basis for, and the accuracy and legality of, all Client Materials.

3.6Restrictions

Client shall not, and shall not permit any third party to: (a) reverse engineer, decompile, or attempt to derive the source code, models, or structure of the Services; (b) resell, sublicense, rent, or provide the Services to any third party except as expressly permitted; (c) use the Services to build or train a competing product or service; (d) access the Services to benchmark or for competitive analysis; or (e) remove or obscure any proprietary notices.

3.7Verification

J450N.AI may reasonably verify Client’s compliance with the scope of use and the restrictions in this Agreement, including through usage data and, on reasonable notice, review of relevant records. If verification reveals underpayment or unauthorized use, Client shall promptly pay the applicable fees.

4.Confidentiality

4.1Confidential Information

“Confidential Information” means (a) the non-public business or technical information of either party; (b) any information designated as “confidential” or “proprietary”; (c) the terms of this Agreement; or (d) any data or information processed through the Services. The Services, the J450N.AI platform, and J450N.AI’s technology, pricing, and methodologies are J450N.AI’s Confidential Information. Confidential Information excludes information that: (i) is or becomes publicly available without breach; (ii) is lawfully received from a third party; (iii) was previously known; or (iv) is independently developed.

4.2Obligations

Each party shall maintain the confidentiality of the other party’s Confidential Information and use it solely for purposes of this Agreement, protecting it with at least the same degree of care it uses for its own information of like importance and in no event less than reasonable care. Either party may disclose Confidential Information if required by law, provided reasonable notice is given where permitted. Confidentiality obligations continue for three (3) years after termination, and indefinitely as to trade secrets.

4.3Injunctive Relief

Each party acknowledges that a breach of this Section 4, or of Section 5, may cause irreparable harm for which monetary damages are inadequate, and that the non-breaching party shall be entitled to seek injunctive or equitable relief, in addition to any other remedies, without the necessity of posting a bond.

4.4Aggregated Data

J450N.AI may collect and use data in an aggregated and de-identified form that does not identify Client or any individual to operate, improve, develop, and train the Services and J450N.AI’s technology, and such aggregated and de-identified data is J450N.AI’s property.

4.5Feedback

If Client provides suggestions, ideas, or other feedback regarding the Services, Client assigns to J450N.AI all right, title, and interest in such feedback, and J450N.AI may use it for any purpose without restriction or compensation.

5.Intellectual Property Rights

5.1J450N.AI Property

All technology, software, platforms, models, methodologies, know-how, templates, and intellectual property used or developed by J450N.AI in connection with the Services, including the J450N.AI platform and all modifications, enhancements, and derivative works thereof, are and remain the sole and exclusive property of J450N.AI or its licensors. J450N.AI grants Client only a limited, non-exclusive, non-transferable, revocable right to use the Services during the term solely for Client’s internal business purposes and solely as expressly set forth in this Agreement and the applicable Statement of Work.

5.2Client Property

Client Materials remain the property of Client. Client grants J450N.AI a non-exclusive, worldwide, royalty-free license to host, copy, process, and display Client Materials, and to create de-identified and aggregated data, as necessary to provide and improve the Services.

5.3Ownership of Deliverables

No Service, deliverable, output, or work product shall constitute a “work made for hire,” and J450N.AI does not assign to Client any right, title, or interest in any J450N.AI intellectual property, including the J450N.AI platform and any pre-existing or independently developed materials. Any assignment of intellectual property to Client must be express, in a writing that specifically identifies the assigned materials and is signed by an authorized officer of J450N.AI, and is conditioned on full payment of all amounts due. Absent such an express assignment, deliverables are licensed, not assigned, on the terms of Section 5.1.

5.4Reservation of Rights

All rights not expressly granted to Client are reserved by J450N.AI. No implied licenses are granted under this Agreement.

6.Term and Termination

6.1Term and Renewal

This Agreement commences on the Effective Date and continues for the term specified in the applicable Statement of Work. Unless the Statement of Work states otherwise, each term automatically renews for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

6.2Termination for Breach

Either party may terminate this Agreement if the other party materially breaches its obligations and fails to cure within thirty (30) days of written notice; provided that J450N.AI may terminate immediately upon notice for Client’s breach of Section 2 (Fees and Payment) that remains uncured after the period in Section 2.4, Section 3.3 (Acceptable Use), Section 3.6 (Restrictions), or Section 5 (Intellectual Property).

6.3Termination for Convenience

J450N.AI may terminate this Agreement or any Statement of Work for convenience upon thirty (30) days’ written notice. Client may terminate a Statement of Work for convenience upon thirty (30) days’ written notice only if Client pays, as an early-termination fee and not as a penalty, all fees that would have become due for the remainder of the then-current term.

6.4Termination for Insolvency

J450N.AI may terminate immediately upon notice if Client becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

6.5Effect of Termination

Upon termination: (a) all rights to access the Services cease; (b) all fees incurred, and any accelerated or early-termination fees, become immediately due; and (c) each party shall return or delete the other party’s Confidential Information, subject to J450N.AI’s right to retain archival copies and aggregated and de-identified data as permitted herein and by applicable law. Termination does not relieve Client of any obligation to pay amounts accrued or payable.

6.6Survival

Sections 2, 3.5, 3.6, 4, 5, 7, 8, 9, and 10, and any accrued payment obligations, survive any termination or expiration of this Agreement.

7.Warranties and Disclaimers

7.1Mutual Warranties

Each party warrants that it has the authority to enter into this Agreement and will comply with applicable laws.

7.2Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, J450N.AI PROVIDES THE SERVICES AND ALL DELIVERABLES AND OUTPUTS “AS IS” AND “AS AVAILABLE,” AND DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. J450N.AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUT WILL BE ACCURATE OR COMPLETE. CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY NON-CONFORMITY IS, AT J450N.AI’S OPTION, RE-PERFORMANCE OF THE AFFECTED SERVICES.

8.Limitation of Liability

8.1Limitation

EXCEPT AS PROVIDED IN SECTION 8.2, AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (A) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, OR GOODWILL; AND (B) J450N.AI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, ALL STATEMENTS OF WORK, AND THE SERVICES SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO J450N.AI FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.2Exclusions from Limitation

THE EXCLUSIONS AND CAP IN SECTION 8.1 SHALL NOT LIMIT: (A) CLIENT’S PAYMENT OBLIGATIONS, INCLUDING ACCELERATED AND EARLY-TERMINATION FEES; (B) CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9; (C) CLIENT’S BREACH OF SECTION 3.3 (ACCEPTABLE USE), SECTION 3.6 (RESTRICTIONS), OR SECTION 4 (CONFIDENTIALITY); OR (D) CLIENT’S INFRINGEMENT OR MISAPPROPRIATION OF J450N.AI’S INTELLECTUAL PROPERTY.

8.3Basis of the Bargain

The parties agree that the limitations and exclusions in Sections 7 and 8 are a material basis of the bargain and reflect an agreed allocation of risk, and shall apply notwithstanding the failure of essential purpose of any limited remedy.

9.Indemnification

9.1Client Indemnification

Client shall defend, indemnify, and hold harmless J450N.AI and its officers, directors, employees, and agents from and against any third-party claim, and all resulting losses, damages, liabilities, and costs (including reasonable attorneys’ fees), arising from or relating to: (a) Client Materials or any data or content Client provides or processes through the Services; (b) Client’s use of the Services in violation of this Agreement, the Acceptable Use Policy, or applicable law; (c) Client’s breach of its representations in Section 3.5; or (d) the acts or omissions of Client’s authorized users.

9.2J450N.AI Indemnification

J450N.AI shall defend Client against any third-party claim alleging that the Services, as provided by J450N.AI and used in accordance with this Agreement, directly infringe a U.S. patent, copyright, or trademark, and shall pay damages finally awarded or agreed in settlement. J450N.AI shall have no obligation for any claim arising from (i) Client Materials; (ii) use of the Services in combination with items not provided by J450N.AI; (iii) modifications not made by J450N.AI; or (iv) use in violation of this Agreement. If the Services are or may be enjoined, J450N.AI may, at its option and expense, procure the right to continue use, modify or replace the Services, or terminate the affected Services and refund prepaid, unused fees. This Section 9.2 states J450N.AI’s entire liability, and Client’s sole and exclusive remedy, for any claim of intellectual-property infringement.

9.3Procedure

The indemnified party shall (a) promptly notify the indemnifying party of the claim (delay relieves the indemnifying party only to the extent prejudiced); (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party shall not settle any claim in a manner that imposes any liability or obligation on, or admits fault of, the indemnified party without its prior written consent, not to be unreasonably withheld.

10.General Provisions

10.1Governing Law and Venue

This Agreement shall be governed by the laws of the State of Florida, without regard to conflict of law principles. The parties irrevocably consent to the exclusive jurisdiction of, and venue in, the state and federal courts located in Broward County, Florida, and waive any objection to such venue and any right to a jury trial.

10.2Attorneys’ Fees

In any action or proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and collection costs.

10.3Assignment

Client may not assign or transfer this Agreement, in whole or in part, whether by operation of law or otherwise (including in connection with a change of control), without J450N.AI’s prior written consent. J450N.AI may assign this Agreement, in whole or in part, without consent in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its assets or equity. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties’ permitted successors and assigns.

10.4Non-Solicitation

During the term and for twelve (12) months thereafter, Client shall not, directly or indirectly, solicit for employment or engagement any J450N.AI personnel who were involved in providing the Services, except through general advertising not targeted at such personnel.

10.5Publicity

J450N.AI may identify Client as a customer and use Client’s name and logo on its website, customer lists, and marketing materials, subject to Client’s reasonable trademark usage guidelines provided in writing.

10.6Entire Agreement

This Agreement, together with all applicable Service Addendums, Statements of Work, and the Pricing Addendum, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, whether written or oral. No oral statement, course of dealing, or prior agreement modifies this Agreement; any amendment must be in writing as provided herein.

10.7Order of Precedence

In the event of any conflict, the order of precedence shall be: (1) Service-Specific Addendum (for service details); (2) Statement of Work (for deliverables and timeline); (3) Pricing Addendum (for pricing); and (4) this Master Services Agreement (for general terms). Notwithstanding the foregoing, the provisions of Section 4 (Confidentiality), Section 5 (Intellectual Property), Section 8 (Limitation of Liability), and Section 9 (Indemnification) shall control over any conflicting term in any Addendum, Statement of Work, or Pricing Addendum, unless that document expressly identifies the specific Section it modifies and is signed by an authorized officer of J450N.AI.

10.8Notices

All notices shall be in writing and sent to the addresses specified in the Statement of Work and, in the case of notices to J450N.AI, to JMS Innovative Solutions LLC, South Florida, Attn: Legal, with a copy by email to [email protected]. Notices are effective upon receipt (or, for email, upon confirmation of delivery).

10.9Amendments and Version Control

J450N.AI may update this Agreement from time to time. The current version will be made available at the permanent URL above and delivered with future Statements of Work. Any material changes will be communicated to active Clients via email at least thirty (30) days before they take effect, and continued use of the Services after such notice period constitutes acceptance of the amended terms. The version of this Agreement delivered with, or otherwise in effect at the time, a Statement of Work is executed shall govern that engagement unless otherwise agreed in a writing signed by both parties.

10.10Force Majeure

Neither party shall be liable for any delay or failure to perform (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, governmental action, or third-party service outages.

10.11Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship.

10.12Compliance with Laws

Client shall comply with all applicable export control, sanctions, and anti-corruption laws, and shall not use the Services in violation of such laws or make the Services available to any restricted party or embargoed jurisdiction.

10.13Severability; No Waiver

If any provision is held unenforceable, it shall be modified to the minimum extent necessary to be enforceable, and the remaining provisions shall remain in full force and effect. No failure or delay in exercising any right constitutes a waiver of that or any other right.

10.14No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns, and confers no rights on any third party.

10.15Interpretation

Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” This Agreement shall not be construed against the drafter.

10.16Electronic Acceptance and Counterparts

By executing a Statement of Work or other agreement that references this Master Services Agreement, Client acknowledges that it has read, understood, and agrees to be bound by this Agreement. Electronic signatures and acceptances shall be valid and binding to the same extent as handwritten signatures, and this Agreement may be executed in counterparts.

✦ Questions

Questions about this Agreement? Reach [email protected]and we’ll get back to you the same day.

Back to home