Last Updated: April 21, 2025

1. INTRODUCTION

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Janguard Inc, a corporation organized under the laws of [STATE/JURISDICTION] with its principal place of business at [ADDRESS] (“Janguard,” “Company,” “we,” “our,” or “us”).

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING OUR SERVICES. By accessing or using any part of our services, website, applications, or platforms (collectively, the “Services”), you agree to be bound by these Terms. If you do not agree to all the terms and conditions of this agreement, you may not access or use our Services.

2. SERVICES DESCRIPTION

2.1 B2B Services Only. Janguard Inc provides Services exclusively to business entities and not to individual consumers. All Services are intended for business-to-business (B2B) purposes only.

2.2 Service Scope. Our Services include, but are not limited to, [BRIEF DESCRIPTION OF SERVICES]. The specific Services to be provided to you will be detailed in a separate Service Agreement, Statement of Work, or other written agreement between you and Janguard.

2.3 No Consumer Services. You represent and warrant that you are accessing and using our Services solely for business purposes and not for personal, family, or household purposes.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Creation. To access certain Services, you may be required to create an account and provide accurate, current, and complete information as prompted by the registration process. You are solely responsible for maintaining the confidentiality of your account credentials.

3.2 Account Authority. You represent and warrant that you have the authority to create an account on behalf of the business entity you represent and to bind such entity to these Terms.

3.3 Security Obligations. You agree to: (a) immediately notify Janguard of any unauthorized use of your account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Janguard cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Company IP. All content, features, and functionality of the Services, including but not limited to all information, software, text, displays, images, video, audio, and the design, selection, and arrangement thereof, are owned by Janguard, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

4.2 Limited License. Janguard grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your business purposes in accordance with these Terms.

4.3 Restrictions. You shall not: a) Modify, copy, prepare derivative works of, decompile, or reverse engineer any materials and software contained on the Services; b) Remove any copyright or other proprietary notations from the materials and software on the Services; c) Transfer the materials to another person or “mirror” the materials on any other server; d) Use the Services for any unauthorized purpose, including but not limited to activities which would constitute a violation of these Terms; e) Access the Services in order to build a similar or competitive website, product, or service.

4.4 Client Materials. You retain all rights in any content, data, or materials you provide to Janguard in connection with the Services (“Client Materials”). You grant Janguard a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Materials solely to the extent necessary to provide the Services to you.

4.5 Feedback. If you provide Janguard with any feedback, suggestions, improvements, enhancements, or the like regarding the Services (“Feedback”), you hereby assign to Janguard all rights in such Feedback and agree that Janguard shall have the right to use and fully exploit such Feedback in any manner it deems appropriate.

5. PAYMENT TERMS

5.1 Fees. You agree to pay all fees specified in the Service Agreement or as otherwise agreed upon in writing. All fees are quoted in [CURRENCY] and are non-refundable except as expressly set forth herein.

5.2 Payment Terms. Payment terms are specified in the applicable Service Agreement. Unless otherwise specified, all invoices are due within thirty (30) days of the invoice date. Janguard reserves the right to suspend or terminate your access to the Services for non-payment.

5.3 Taxes. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Janguard’s income.

5.4 Fee Changes. Janguard reserves the right to modify its fees and payment terms at any time, provided that such changes will not take effect until the next billing cycle.

6. TERM AND TERMINATION

6.1 Term. These Terms shall remain in full force and effect while you use the Services or maintain an account with us, unless earlier terminated as provided herein.

6.2 Termination by Client. You may terminate these Terms at any time by discontinuing use of the Services and providing written notice to Janguard, subject to the terms of any applicable Service Agreement. Termination of specific services shall be governed by the applicable Service Agreement.

6.3 Termination by Janguard. Janguard may terminate these Terms and your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. Without limiting the foregoing, Janguard may terminate these Terms for any of the following reasons: a) Violation of any provision of these Terms; b) Failure to pay any fees when due; c) At Janguard’s sole discretion, if Janguard believes that you have violated or acted inconsistently with the letter or spirit of these Terms; d) At Janguard’s sole discretion if Janguard believes that your actions may cause legal liability for you, other users, or Janguard; e) If your account has been inactive for an extended period of time.

6.4 Effect of Termination. Upon termination of these Terms for any reason: a) Your access to the Services will immediately cease; b) Any fees owed by you to Janguard will become immediately due and payable; c) Sections 4 (Intellectual Property Rights), 5 (Payment Terms), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law and Dispute Resolution), and any other provision that by its nature should survive termination shall survive termination.

7. CLIENT RESPONSIBILITIES AND RESTRICTIONS

7.1 Compliance with Laws. You shall use the Services in compliance with all applicable local, state, national, and international laws, rules, and regulations.

7.2 Prohibited Activities. You shall not engage in any of the following prohibited activities: a) Violating any applicable law, rule, or regulation; b) Infringing the intellectual property rights or other rights of any third party; c) Transmitting any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, or otherwise objectionable; d) Introducing viruses, worms, Trojan horses, or other harmful code; e) Interfering with or disrupting the Services or servers or networks connected to the Services; f) Attempting to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services; g) Using the Services for any purpose other than as explicitly authorized in these Terms or any applicable Service Agreement.

7.3 Accurate Information. You agree to provide accurate, current, and complete information as required for the use of the Services and to update such information promptly as necessary.

7.4 No Resale. You shall not reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without the express written permission of Janguard.

8. DISCLAIMER OF WARRANTIES

8.1 “AS IS” Basis. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. JANGUARD EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2 No Guarantees. JANGUARD DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

8.3 Internet Delays. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. JANGUARD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. IN NO EVENT SHALL JANGUARD, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.

9.2 Cap on Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, JANGUARD’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO JANGUARD FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR (B) $100.00 USD.

9.3 Essential Purpose. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN JANGUARD AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10. INDEMNIFICATION

10.1 Client Indemnification. You agree to defend, indemnify, and hold harmless Janguard, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Services, including, but not limited to, your Client Materials, any use of the Services’ content, services, and products other than as expressly authorized in these Terms; (c) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or (d) any claim that your Client Materials caused damage to a third party.

10.2 Defense Obligation. You agree to cooperate as fully as reasonably required in the defense of any claim. Janguard reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.

11. CONFIDENTIALITY

11.1 Confidential Information. “Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include, but not be limited to, business plans, financial information, technical information, marketing strategies, customer lists, and proprietary software.

11.2 Non-Disclosure. The Receiving Party shall: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms; and (c) not disclose Confidential Information of the Disclosing Party to any third party without the Disclosing Party’s prior written consent.

11.3 Exceptions. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such a requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

11.4 Remedies. The Receiving Party acknowledges that any breach of this section may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate and agrees that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the state of [STATE], without giving effect to any choice or conflict of law provision or rule.

12.2 Exclusive Jurisdiction. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of [STATE] in each case located in the city of [CITY] and County of [COUNTY], although Janguard retains the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

12.3 Arbitration. At Janguard’s sole discretion, it may require you to submit any disputes arising from these Terms or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying [STATE] law.

12.4 No Class Actions. YOU AND JANGUARD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the dispute is subject to arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.

12.5 Limitations Period. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

13. FORCE MAJEURE

13.1 Force Majeure Events. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: a) Acts of God; b) Flood, fire, earthquake, epidemics, pandemics, or explosion; c) War, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; d) Government order, law, or actions; e) Embargoes or blockades in effect on or after the date of this agreement; f) National or regional emergency; g) Strikes, labor stoppages or slowdowns, or other industrial disturbances; h) Shortage of adequate power or transportation facilities; and i) Other events beyond the reasonable control of the party impacted by the Force Majeure Event (the “Impacted Party”).

13.2 Notice Requirement. The Impacted Party shall give notice within a reasonable time to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

14. GENERAL PROVISIONS

14.1 Entire Agreement. These Terms, together with any applicable Service Agreement, constitute the sole and entire agreement between you and Janguard with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

14.2 Assignment. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Janguard. Janguard may assign these Terms without your consent to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

14.3 Relationship of the Parties. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

14.4 No Waiver. No waiver by Janguard of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Janguard to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

14.5 Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

14.6 Notices. All notices under these Terms must be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

14.7 Headings. The section titles in these Terms are for convenience only and have no legal or contractual effect.

14.8 Electronic Communications. The communications between you and Janguard use electronic means. For contractual purposes, you (a) consent to receive communications from Janguard in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Janguard provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing.

14.9 Modification. Janguard reserves the right to modify these Terms at any time by posting the changes on its website or by providing notice to you. Any changes will be effective immediately upon posting or notification. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.

14.10 Contact Information. Questions or comments about the Services or these Terms may be directed to Janguard at [CONTACT EMAIL].

15. CONTACT AUTHORIZATION

15.1 B2B Communication Consent. By engaging with Janguard Inc in any manner, including but not limited to accessing our website, using our Services, contacting us via email, phone, or any other communication method, you expressly authorize Janguard Inc to contact you regarding our Services, promotions, updates, and any other business-related matters.

15.2 Do Not Call Registry Waiver. As Janguard Inc exclusively serves business-to-business (B2B) clients, you acknowledge and agree that any communication between you and Janguard Inc constitutes a business relationship. You hereby expressly authorize Janguard Inc to contact you at any telephone number or email address you provide, even if such telephone number appears on any state or federal Do Not Call registry.

15.3 Withdrawal of Consent. You may withdraw your consent to be contacted at any time by submitting a written request to [CONTACT EMAIL]. Upon receipt of such request, Janguard Inc will remove your contact information from its marketing database within a commercially reasonable time period, not to exceed thirty (30) days.

15.4 Business Relationship. You acknowledge that this authorization is given in the context of a business relationship and is not in connection with any consumer transaction or for any personal, family, or household purpose.

16. ACKNOWLEDGEMENT

BY USING THE SERVICES OR ACCESSING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

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