TERMS OF SERVICE

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Last Updated: September 5th, 2025

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These Terms of Service ("Terms," "Agreement," or "TOS") govern your access to and use of Valiant Business Services LLC's ("Valiant," "Agency," "Company," or "we") comprehensive suite of marketing, advertising, creative, consulting, and business services, including but not limited to our digital platforms, proprietary technology solutions, client portals, creative development services, strategic consulting, media planning and buying, brand development, data analytics platforms, and any related platforms, tools, or communications provided by Valiant or its affiliated entities.

By accessing, using, or engaging with any of Valiant's services, platforms, or representatives; applying for or purchasing products or services; executing service agreements; or engaging with Valiant in any professional capacity, you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you do not accept these Terms in their entirety, you must immediately discontinue use of all services and refrain from any further engagement with Valiant.

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1. ACCEPTANCE AND SCOPE OF TERMS

1.1 Legal Binding Nature and Corporate Structure

These Terms constitute a legally binding agreement between Valiant Business Services LLC, a Florida limited liability company with its principal office at 16192 Coastal Highway, Lewes, Delaware 19958, and its parent company Juiced IO Inc, and you ("Client," "Customer," "User," or "you"). This Agreement applies comprehensively to all proposals, quotations, purchases, contracts, service agreements, ongoing relationships, and interactions related to the use of Valiant's extensive range of marketing and business services.

1.2 Service Integration and Supplemental Agreements

These Terms work in conjunction with individual service agreements, statements of work (SOWs), and other contractual documents. The hierarchy of agreement interpretation shall be: (1) Executed Service Agreements and SOWs, (2) These Terms of Service, (3) Platform-specific terms and conditions. Where conflicts arise, the more specific and recently executed document shall prevail.

1.3 Modifications and Updates Framework

Valiant reserves the right to modify these Terms with appropriate notice based on relationship value:

Enterprise Clients (annual value >$500,000): 90 days written notice
Strategic Clients (annual value >$100,000): 60 days written notice
Standard Clients: 30 days written notice via email or platform notification
Website Users: Immediate effect upon posting with continued use constituting acceptance

1.4 Website and Digital Platform Governance

These Terms specifically govern usage of all Valiant digital properties, including corporate websites, client portals, creative collaboration platforms, analytics dashboards, project management systems, mobile applications, and API access points.

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2. SERVICE CATEGORIES AND COMPREHENSIVE OFFERINGS

2.1 Marketing and Brand Development Services

Valiant provides comprehensive marketing services as specified in individual Statements of Work, including but not limited to:

Strategic Consulting:

Brand strategy and positioning development
Market research and competitive analysis
Digital transformation consulting
Customer journey mapping and optimization
Marketing technology stack assessment
Performance measurement and attribution modeling

Creative Development and Production:

Brand identity design and management
Integrated creative campaign development
Video production and post-production services
Photography and visual asset creation
Interactive digital experience design
Print and outdoor advertising creative
Content creation and editorial services
Motion graphics and animation production

Digital Marketing Excellence:

Search engine optimization (SEO) and marketing (SEM)
Social media strategy, management, and advertising
Programmatic display and video advertising
Email marketing automation and CRM integration
Conversion rate optimization and landing page development
Marketing automation platform management
Customer data platform implementation
Artificial intelligence and machine learning applications

2.2 Scope Definition and Service Boundaries

Service scope is exclusively defined by three governing documents for each engagement:

Scope of Work section within the executed SOW
Deliverables section within the executed SOW
Summary of Work as agreed in the service agreement

No other representations, projections, objectives, goals, or expectations—whether verbal, written, or implied—shall modify, supplement, or expand service obligations unless expressly agreed to in writing by both parties through formal amendment procedures.

2.3 Out-of-Scope Services Management

During any service term:

Clients may request additional services beyond agreed scope ("Out-of-Scope Assignments")
Valiant may accept or decline such requests at sole discretion
Accepted out-of-scope work requires separate written agreements specifying scope, compensation, timelines, and additional terms
Valiant reserves the right to decline services deemed misleading, false, libelous, unlawful, or prejudicial to either party's interests

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3. SERVICE ENGAGEMENT AND PROJECT MANAGEMENT

3.1 Comprehensive Engagement Process

Valiant employs a structured engagement process designed to ensure strategic alignment and optimal service delivery outcomes:

Initial Assessment Phase:

Client needs analysis and strategic goal identification
Capability assessment and resource requirement planning
Timeline development and milestone establishment
Risk assessment and mitigation planning

Proposal and Negotiation Phase:

Comprehensive proposal development with detailed scope definition
Pricing structure presentation and negotiation
Contract terms discussion and customization
Stakeholder alignment and approval processes

3.2 Service Commencement Requirements

Services commence only upon satisfaction of all conditions precedent:

Execution of all required contractual documentation
Receipt and clearance of initial payments or retainer amounts
Completion of client onboarding procedures
Establishment of necessary system access and integrations
Approval of detailed project scope and success criteria
Assignment of dedicated project teams and communication protocols

3.3 Project Management and Communication Framework

Dedicated Account Management:

Senior account manager assignment for strategic oversight
Regular project team coordination and client communication
Milestone tracking and progress reporting
Issue escalation and resolution procedures

Communication Protocols:

Weekly status updates for ongoing engagements
Monthly performance reviews and strategic assessments
Quarterly relationship reviews and optimization planning
Annual strategic planning sessions for long-term partnerships

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4. TERM STRUCTURE AND SERVICE COMMITMENTS

4.1 Fixed-Term Service Agreements

Service agreements typically operate on fixed-term commitments ranging from 3 to 24 months, with specific terms outlined in individual service agreements. Term structure varies based on service type:

Strategic Consulting: Project-based or 6-12 month terms
Ongoing Marketing Services: 12-24 month terms with renewal options
Creative Projects: Project-based with defined deliverable schedules
Retainer Services: Monthly commitments with quarterly reviews

4.2 Grace Period and Early Engagement Protection

Most service agreements include a grace period (typically 7-14 days) during which either party may terminate with minimal financial obligation. This grace period allows for:

Final scope validation and expectation alignment
Team chemistry assessment and optimization
Process refinement and workflow establishment
Risk mitigation and expectation management

4.3 Service Modification and Change Management

Significant scope modifications require formal change order processes:

Written change requests with detailed impact analysis
Timeline and budget implications assessment
Client approval requirements for changes exceeding 20% of original scope
Resource reallocation and team adjustment procedures

4.4 Termination Conditions and Procedures

Service agreements may be terminated under specific conditions:

Termination for Convenience:

Mutual agreement with negotiated transition terms
Either party with appropriate notice (typically 30-90 days)
Financial obligations vary based on termination timing and reason

Termination for Cause:

Material breach with 21-day cure period
Non-payment exceeding 30 days
Insolvency or bankruptcy proceedings
Conduct harmful to the other party's business interests

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5. COMPENSATION AND PAYMENT FRAMEWORK

5.1 Diverse Fee Structures

Valiant employs multiple compensation models based on service type and client preferences:

Fixed Monthly Retainers:

Predetermined monthly fees for ongoing services
Scope-defined deliverables and performance expectations
Quarterly reviews and annual adjustments

Project-Based Pricing:

Fixed fees for defined deliverables and timelines
Milestone-based payment schedules
Change order procedures for scope modifications

Performance-Based Compensation:

Variable fees tied to predetermined success metrics
Baseline performance establishment and measurement
Bonus structures for exceeding performance targets

Hybrid Models:

Combination of retainer and performance components
Risk-sharing arrangements for strategic partnerships
Value-based pricing for transformational projects

5.2 Payment Terms and Procedures

Standard Payment Terms:

Initial retainers due within 7 days of agreement execution
Monthly retainers due on the first business day of each service month
Project payments due within 15 days of milestone completion
Final payments due within 30 days of project completion

Late Payment Procedures:

Days 1-7: Courtesy reminders and account follow-up
Days 8-14: Formal notice with 1% monthly late fee application
Days 15-21: Service suspension warnings and escalation
Days 22+: Service termination and collection procedures

5.3 Expense Management and Reimbursement

Pre-Approved Expenses:

Travel and transportation costs
Media buying and advertising placement fees
Third-party licensing and production costs
Specialized software and technology expenses

Approval Thresholds:

Under $1,000: Account manager approval
$1,000-$5,000: Client notification required
Over $5,000: Written client pre-approval required
Media budgets: Separate approval and management procedures

5.4 International Payment Considerations

Primary currency: United States Dollars (USD)
Alternative currency arrangements available by agreement
Foreign exchange risk management for multi-currency engagements
International wire transfer procedures and associated costs

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6. CLIENT APPROVAL PROCESS AND CREATIVE AUTONOMY

6.1 Initial Approval Period Framework

During the first 30 days of most service engagements, Valiant implements a comprehensive approval process:

All creative elements, copy, layouts, and branding assets require pre-approval
Preliminary concepts and working drafts may be shared for feedback without formal approval
Client feedback incorporation and revision procedures
Quality assurance and brand compliance verification

6.2 Ongoing Creative Autonomy and Efficiency

Following the initial approval period, Valiant operates with expanded creative discretion:

Authority to publish and distribute content without individual pre-approval
Maintenance of brand guidelines and strategic objectives
Client ability to reinstate approval requirements with written notice
Balance between operational efficiency and client control

6.3 Brand Compliance and Quality Assurance

Ongoing Quality Control:

Adherence to established brand guidelines and style standards
Industry best practices implementation
Legal and regulatory compliance verification
Performance optimization and continuous improvement

Client Oversight Mechanisms:

Regular reporting on creative output and performance
Quarterly creative reviews and strategic alignment sessions
Client veto rights for content that doesn't align with brand values
Emergency stop procedures for time-sensitive situations

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7. INTELLECTUAL PROPERTY AND WORK PRODUCT OWNERSHIP

7.1 Work Made for Hire Framework

All intellectual property developed under service agreements operates under "work made for hire" principles as defined by U.S. copyright law:

Client retains ownership of all custom creative assets and deliverables
Includes all copyrights, trademarks, trade dress, and related IP rights
Unrestricted use rights for Client in perpetuity
Protection against unauthorized third-party use

7.2 Valiant Proprietary Assets

Valiant retains ownership of pre-existing and independently developed assets:

Proprietary methodologies and strategic frameworks
Technology platforms and analytical tools
Process templates and workflow systems
General knowledge and industry expertise
Training materials and knowledge databases

7.3 Trademark Development and Registration

For trademark development services:

Client responsible for availability research and registration
Valiant provides creative development and strategic guidance
Client bears costs and legal responsibilities for trademark protection
Ongoing brand management and enforcement support available

7.4 Third-Party Licensing and Compliance

Client Responsibilities:

Costs for all third-party licenses (software, music, stock imagery)
Legal compliance for provided materials and content
Proper rights and permissions for supplied assets

Valiant Responsibilities:

Prior approval requests for third-party assets with associated costs
Compliance verification for industry-standard resources
Alternative sourcing recommendations for cost optimization

7.5 Portfolio and Case Study Rights

Notwithstanding IP ownership, Valiant retains rights to:

Showcase publicly released work in professional portfolios
Reference client relationships in business development materials
Submit work for industry awards and recognition programs
Use non-confidential work for thought leadership and case studies

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8. CONFIDENTIALITY AND TRADE SECRET PROTECTION

8.1 Comprehensive Confidentiality Framework

Both parties commit to protecting sensitive business information including:

Trade Secrets:

Proprietary formulas, processes, and methodologies
Competitive intelligence and strategic plans
Customer lists and database information
Financial data and performance metrics
Technical specifications and proprietary systems

Confidential Information:

Business processes and operational procedures
Marketing strategies and campaign plans
Personnel information and organizational structures
Vendor relationships and pricing arrangements
Future product plans and market expansion strategies

8.2 Information Protection Obligations

Valiant Commitments:

Non-disclosure of client confidential information
Secure storage and transmission protocols
Employee training on confidentiality requirements
Incident reporting and breach notification procedures

Client Commitments:

Protection of Valiant proprietary methodologies
Non-disclosure of strategic recommendations
Respect for employee non-solicitation agreements
Proper handling of sensitive creative concepts

8.3 Permitted Use and Disclosure

Confidential information may be disclosed only for:

Direct service delivery and campaign execution
Legal compliance and regulatory requirements
Protection of legitimate business interests
Court orders or law enforcement demands

8.4 Data Security and Protection Measures

Technical Safeguards:

End-to-end encryption for data transmission
Multi-factor authentication systems
Role-based access controls and permissions
Regular security audits and penetration testing

Administrative Safeguards:

Employee confidentiality training programs
Non-disclosure agreements for all personnel
Regular access reviews and permission updates
Incident response and breach notification procedures

8.5 Duration and Survival of Obligations

Confidentiality obligations survive service agreement termination
Trade secrets protected indefinitely under applicable law
Standard confidential information protected for 3 years post-termination
General knowledge and skills remain available for future engagements

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9. MARKETING RIGHTS AND PORTFOLIO USAGE

9.1 Mutual Marketing Benefits

Service relationships include reciprocal marketing advantages:

Valiant Marketing Rights:

Client name and logo usage in portfolio materials
Case study development and industry presentation rights
Award submission privileges for completed work
Reference rights for business development purposes

Client Marketing Benefits:

Valiant logo placement on client website (if desired)
Joint press release opportunities and coordination
Industry recognition and thought leadership association
Access to Valiant's network and strategic partnerships

9.2 Confidentiality Respect in Marketing

Marketing usage respects confidentiality obligations:

Confidential or proprietary work excluded upon client request
Performance data anonymized in case studies
Strategic information protected in public presentations
Client approval required for sensitive industry discussions

9.3 Brand Protection and Quality Control

Both parties maintain brand integrity in marketing usage:

Adherence to brand guidelines and usage standards
Quality approval processes for marketing materials
Misrepresentation prevention and accuracy verification
Professional presentation standards maintenance

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10. CLIENT OBLIGATIONS AND PERFORMANCE STANDARDS

10.1 Information and Resource Provision

Clients commit to providing timely access to:

Relevant business information and strategic context
Brand assets, style guides, and historical materials
Digital platform access and administrative permissions
Key stakeholder availability for collaboration
Performance data and baseline metrics
Competitive intelligence and market insights

10.2 Response Time and Approval Obligations

Standard Response Requirements:

Strategic deliverable approvals: 5 business days
Creative material approvals: 3 business days
Urgent communications: Same business day response
Project milestone reviews: Within agreed timelines

Delayed Response Impact:

Project timeline adjustments for approval delays
Additional costs for expedited delivery requirements
Resource reallocation and scheduling modifications
Performance impact on final deliverables and outcomes

10.3 Compliance and Legal Requirements

Clients warrant ongoing compliance with:

Industry-specific regulations and standards
Advertising truth and accuracy requirements
Data privacy and consumer protection laws
Employment and workplace regulations
International trade and sanctions compliance

10.4 Internal Resource Commitment and Coordination

Dedicated Personnel Assignment:

Primary contact designation for project coordination
Decision-maker identification and approval authority
Subject matter expert access and availability
Change management and internal communication protocols

Collaboration and Partnership:

Participation in strategic planning sessions
Feedback provision and revision coordination
Training program participation and capability building
Performance review and optimization discussions

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11. TECHNOLOGY PLATFORMS AND EQUIPMENT

11.1 Valiant Technology Infrastructure

Valiant provides comprehensive technology solutions:

Proprietary analytics and reporting platforms
Creative collaboration and project management tools
Client portal access and communication systems
Marketing automation and campaign management platforms

11.2 Equipment and Resource Provision

Valiant maintains full responsibility for:

All necessary tools, equipment, and software
Technology infrastructure and platform maintenance
Data backup and security systems
Professional-grade creative production resources

11.3 Client Technology Integration

Platform Access and Usage:

Secure credential management and access controls
Usage monitoring and security compliance
Integration with client systems and workflows
Training and support for platform utilization

Security and Compliance Requirements:

Adherence to platform terms of service
Incident reporting for security concerns
Access credential protection and management
Compliance with data protection requirements

11.4 Data Integration and API Management

Authorized data connections between client and Valiant systems
API access governed by rate limits and usage guidelines
Integration testing and quality assurance procedures
Change management for system updates and modifications

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12. THIRD-PARTY SERVICES AND SUBCONTRACTORS

12.1 Subcontractor Engagement and Management

Valiant may engage qualified subcontractors to enhance service delivery:

Specialized expertise for technical or creative requirements
Capacity augmentation for large-scale projects
Geographic coverage for international engagements
Technology integration and platform management

12.2 Subcontractor Oversight and Accountability

Quality Control and Management:

Subcontractor vetting and qualification procedures
Performance monitoring and quality assurance
Direct supervision and project coordination
Final deliverable review and approval processes

Client Protection and Assurance:

Equivalent confidentiality and security obligations
Professional liability and insurance coverage
Direct Valiant responsibility for subcontractor performance
Client approval for significant subcontractor engagements

12.3 Client Preferred Supplier Integration

When clients require specific vendor relationships:

Coordination with client preferred suppliers
Quality assurance and performance monitoring
Joint project management and communication protocols
Clear responsibility delineation and accountability frameworks

12.4 Third-Party Platform and Technology Integration

Service delivery often requires integration with external platforms:

Social media and advertising platform management
Analytics and attribution system coordination
Creative production tool and software utilization
Compliance with third-party terms and conditions

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13. DATA PROTECTION AND PRIVACY COMPLIANCE

13.1 Comprehensive Privacy Framework

Valiant maintains robust data protection capabilities addressing multiple regulatory frameworks:

United States Regulations:

California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA)
Virginia Consumer Data Protection Act (VCDPA)
Health Insurance Portability and Accountability Act (HIPAA)
Gramm-Leach-Bliley Act (GLBA) for financial services
Children's Online Privacy Protection Act (COPPA)

International Regulations:

General Data Protection Regulation (GDPR) for EU data subjects
Personal Information Protection and Electronic Documents Act (PIPEDA) for Canada
Lei Geral de Proteção de Dados (LGPD) for Brazil
Other applicable international privacy frameworks

13.2 Data Processing and Usage Principles

Lawful Processing Basis:

Legitimate business interest for service delivery
Contractual necessity for performance obligations
Client consent for specific marketing activities
Legal compliance requirements and obligations

Data Minimization and Purpose Limitation:

Collection limited to service delivery requirements
Processing restricted to specified, legitimate purposes
Retention periods aligned with business and legal requirements
Secure deletion procedures upon data lifecycle completion

13.3 International Data Transfers and Protection

For cross-border data handling:

Standard Contractual Clauses (SCCs) implementation
Adequacy determination reliance where applicable
Data localization compliance for specific jurisdictions
Encryption and security measures for all transfers

13.4 Data Subject Rights and Client Obligations

Individual Rights Support:

Access request fulfillment and coordination
Data portability assistance and technical support
Correction and deletion request processing
Consent management and preference coordination

Client Collaboration Requirements:

Lawful basis establishment and documentation
Data subject communication and notice provision
Rights request coordination and response
Incident notification and breach response collaboration

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14. LIMITATION OF LIABILITY AND RISK MANAGEMENT

14.1 Comprehensive Liability Limitations

TO THE FULLEST EXTENT PERMITTED BY LAW, VALIANT'S LIABILITY IS LIMITED AS FOLLOWS:

Excluded Damages:

Indirect, incidental, consequential, and punitive damages
Loss of revenue, profits, or business opportunities
Brand reputation damage or market position harm
Data loss, system failures, or technology disruptions
Third-party claims, regulatory actions, or legal proceedings
Business interruption or operational disruption costs

14.2 Aggregate Liability Caps

Total liability limitations based on engagement type:

Ongoing Retainer Relationships: 12 months of fees preceding the incident
Project-Based Engagements: Total project value or $1,000,000, whichever is less
Technology Platform Issues: Annual licensing fees or $250,000, whichever is less
Consulting Services: Fees paid for specific consulting engagement

14.3 External Factor Limitations

Valiant shall not be liable for delays or performance impacts caused by:

Third-party platform outages or policy changes
Algorithm updates or advertising platform modifications
Market conditions and competitive landscape changes
Consumer behavior shifts or economic disruptions
Client internal resource constraints or approval delays

14.4 Risk Allocation and Client Acknowledgment

Clients acknowledge and assume responsibility for:

Marketing investment decisions and budget allocation risks
Competitive market dynamics and strategic positioning
Technology adoption and implementation challenges
Regulatory compliance in client-specific industries
Internal change management and organizational alignment

14.5 Insurance and Financial Protection

Valiant maintains comprehensive insurance coverage including:

Professional liability and errors & omissions coverage
General liability and property damage protection
Cyber liability and data breach response coverage
International coverage for global service delivery

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15. INDEMNIFICATION AND LEGAL PROTECTION

15.1 Mutual Indemnification Framework

Both parties provide reciprocal legal protection and indemnification:

Client Indemnification Obligations:

Breach of service agreement terms and conditions
Misuse of Valiant services, deliverables, or recommendations
Third-party claims related to client products or services
Intellectual property claims from client-provided materials
Regulatory violations or compliance failures
Data breaches involving client systems or procedures
Defamatory, discriminatory, or illegal content in client materials

Valiant Indemnification Obligations:

Gross negligence or willful misconduct in service delivery
Intellectual property infringement in Valiant-created deliverables
Material breach of confidentiality obligations
Advertising regulation violations in Valiant-controlled activities
Data breaches caused by inadequate Valiant security measures
Unauthorized disclosure of client confidential information

15.2 Indemnification Procedures and Requirements

Notice and Cooperation Requirements:

Prompt written notice of any claims or legal proceedings
Full cooperation in defense strategies and legal proceedings
Control of defense and settlement negotiations by indemnifying party
Reasonable participation and support from indemnified party

Defense and Settlement Authority:

Indemnifying party controls legal strategy and representation
Settlement approval requirements for amounts exceeding policy limits
Right to independent counsel for conflicts of interest
Cost allocation for defense expenses and settlement amounts

15.3 Insurance Coordination and Risk Transfer

Primary insurance coverage responsibility for respective risks
Coordination between insurance policies and indemnification obligations
Additional insured status where appropriate and available
Risk transfer mechanisms for complex international engagements

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16. SERVICE QUALITY AND PERFORMANCE EXPECTATIONS

16.1 Industry Standard Performance Commitments

Valiant commits to delivering services with commercially reasonable care and skill according to industry best practices:

Quality Assurance Framework:

Adherence to advertising industry standards and guidelines
Creative excellence and strategic innovation principles
Technology platform reliability and performance optimization
Professional project management and communication protocols

Performance Monitoring and Measurement:

Key performance indicator (KPI) establishment and tracking
Regular performance reviews and optimization recommendations
Benchmarking against industry standards and competitive landscape
Continuous improvement processes and methodology enhancement

16.2 Service Level Agreements and Operational Standards

Platform and Technology Performance:

99.5% uptime for critical business applications during business hours
Maximum 4-hour response time for urgent communications
24-hour response time for standard business inquiries
Scheduled maintenance windows with advance notification

Deliverable Quality and Timeline Standards:

Adherence to agreed project milestones and delivery dates
Quality review and approval processes for all deliverables
Revision and refinement procedures within scope parameters
Escalation processes for timeline or quality concerns

16.3 External Factor Impact and Performance Variables

Performance optimization depends on various external factors:

Market conditions and competitive landscape dynamics
Consumer behavior patterns and preference changes
Technology platform updates and algorithm modifications
Regulatory changes affecting marketing practices and requirements
Economic conditions and industry-specific trends

16.4 Client Collaboration Impact on Performance

Optimal outcomes require effective client collaboration:

Timely provision of necessary information and resources
Prompt feedback and approval processes within agreed timeframes
Access to key stakeholders and decision-makers
Internal change management and organizational alignment
Strategic goal clarity and performance expectation communication

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17. INTERNATIONAL OPERATIONS AND COMPLIANCE

17.1 Global Service Delivery Capabilities

Valiant provides comprehensive international marketing services through:

Direct operations in key global markets
Strategic partnerships and affiliate networks
Local market expertise and cultural adaptation capabilities
Multilingual creative development and campaign management

17.2 Regional Compliance and Regulatory Adherence

Advertising and Marketing Compliance:

Local advertising standards and content regulations
Cultural sensitivity and appropriate messaging frameworks
Language localization and translation quality assurance
Regional platform policies and guideline compliance

Data Protection and Privacy Compliance:

Jurisdiction-specific privacy law adherence
Cross-border data transfer compliance and protection mechanisms
Local data residency requirements where applicable
Regional consent management and rights fulfillment procedures

17.3 International Business Operations

Legal and Tax Considerations:

Local business registration and licensing requirements
International tax obligations and transfer pricing compliance
Import/export restrictions for creative materials and technology
Currency exchange management and international payment processing

Operational Excellence:

Time zone coordination and communication protocols
Local market research and competitive intelligence
Regional vendor relationships and supply chain management
Cultural training and sensitivity programs for international teams

17.4 Cross-Border Risk Management

Political and economic risk assessment and mitigation
Regulatory change monitoring and compliance adaptation
International insurance coverage and legal protection
Dispute resolution mechanisms for international engagements

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18. SERVICE TERMINATION AND TRANSITION PROCEDURES

18.1 Comprehensive Termination Framework

Service agreements may conclude through various mechanisms:

Natural Expiration:

Completion of fixed-term agreements with all deliverables fulfilled
Project conclusion with final deliverable approval and acceptance
Renewal negotiations and transition planning for ongoing relationships

Early Termination Conditions:

Material breach with cure period (typically 21 days)
Non-payment exceeding 30 days despite notice and cure opportunities
Insolvency, bankruptcy, or financial inability to continue obligations
Mutual agreement with negotiated terms and transition planning

18.2 Grace Period and Early Engagement Protection

Most service agreements include initial grace periods (7-14 days) allowing termination with minimal financial impact:

Client-initiated termination: Payment only for services rendered during grace period
Company-initiated termination: Refund of prepaid amounts for unrendered services
Mutual evaluation of working relationship and expectation alignment
Transition to binding commitment following grace period expiration

18.3 Financial Obligations Upon Termination

Payment responsibilities vary based on termination circumstances:

Client Breach Termination:

Full remaining compensation immediately due and payable
Reimbursement for all approved expenses and third-party costs
Collection costs and legal fees if enforcement action required

Company Breach Termination:

Payment only for services satisfactorily rendered prior to termination
Refund of prepaid amounts for future services not yet provided
Potential damages for client costs incurred due to service disruption

Mutual Termination:

Negotiated payment terms documented in formal termination agreement
Equitable allocation of costs and transition expenses
Collaborative approach to minimize disruption and cost impact

18.4 Comprehensive Transition Services

Valiant provides extensive transition support upon service conclusion:

Knowledge Transfer and Documentation:

Detailed project status reports and work-in-progress summaries
Strategic recommendations and performance optimization insights
Historical data analysis and performance benchmarking reports
Process documentation and operational procedure transfer

Vendor and Platform Transition:

Introduction to approved vendors and service providers
Platform access transfer and credential management
Account relationship transition and ongoing support coordination
Training for client internal teams on continued operations

Extended Support and Consultation:

90-day transition support period at standard consulting rates
Emergency consultation availability for critical issues
Performance monitoring and optimization guidance
Strategic planning support for internal capability development

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19. DISPUTE RESOLUTION AND GOVERNING LAW

19.1 Governing Law and Jurisdiction Framework

These Terms and all service relationships are governed exclusively by Delaware state law:

Delaware General Corporation Law provides corporate governance framework
Delaware commercial law governs contractual interpretation and enforcement
Federal regulations apply for interstate commerce and international transactions
Delaware courts maintain exclusive jurisdiction for all legal proceedings

19.2 Mandatory Multi-Step Dispute Resolution Process

All disputes must follow this structured escalation procedure:

Step 1: Direct Executive Negotiation (30 days)

Senior executives from both parties engage in good faith discussions
Written documentation of issues, proposed solutions, and negotiation progress
Mediation by internal legal counsel and business development teams
Focus on business relationship preservation and mutual benefit optimization

Step 2: Professional Mediation (60 days)

Neutral mediator selection from American Arbitration Association (AAA) panel
Mediation conducted in Delaware or mutually agreed location
Cost sharing equally between parties for mediator fees and expenses
Confidential process with non-binding recommendations and guidance

Step 3: Binding Arbitration (Final Resolution)

AAA Commercial Arbitration Rules govern all proceedings
Single arbitrator for disputes under $1,000,000; three-arbitrator panel for larger disputes
Arbitration conducted in Delaware with English as proceedings language
Limited discovery focused on essential document production and key witness depositions
Final award binding and enforceable in any court of competent jurisdiction

19.3 Emergency Relief and Injunctive Remedies

Notwithstanding arbitration requirements, either party may seek immediate court intervention for:

Intellectual property infringement claims requiring urgent protection
Confidentiality breaches demanding immediate cessation
Payment enforcement and collection actions
Preliminary injunctions to preserve status quo pending arbitration

19.4 Legal Fees and Cost Recovery

Prevailing Party Compensation:

Reasonable attorneys' fees and legal costs recovery
Expert witness fees and litigation expenses reimbursement
Administrative fees, filing costs, and arbitration expenses
Post-judgment collection costs and accrued interest

Fee Shifting and Deterrent Effects:

Frivolous claim penalties and bad faith litigation sanctions
Early settlement incentives and cost-conscious dispute resolution
Proportional cost allocation based on claim success percentages

19.5 Class Action and Jury Trial Waivers

Both parties waive rights to:

Participate in class action lawsuits or representative proceedings
Demand jury trials for any disputes arising under these Terms
Pursue punitive or exemplary damages except where specifically allowed by law
Appeal arbitration awards except for limited statutory grounds

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20. FORCE MAJEURE AND BUSINESS CONTINUITY

20.1 Comprehensive Force Majeure Framework

Neither party bears liability for performance delays or failures due to extraordinary circumstances beyond reasonable control:

Natural Disasters and Environmental Events:

Hurricanes, earthquakes, floods, and other natural catastrophes
Extreme weather conditions affecting normal business operations
Environmental emergencies and public health crises
Pandemics and widespread health emergencies

Human-Caused Disruptions:

Acts of terrorism, war, or civil unrest
Labor strikes, workforce disruptions, and supply chain interruptions
Cyber attacks on critical infrastructure or technology platforms
Government regulations, sanctions, or policy changes restricting operations

Technology and Infrastructure Failures:

Major internet or telecommunications infrastructure failures
Power grid disruptions and utility service interruptions
Data center outages and cloud service provider failures
Critical software platform outages affecting service delivery capabilities

20.2 Force Majeure Response Procedures

Upon occurrence of qualifying events:

Immediate Notification: Written notice within 48 hours of event occurrence or knowledge
Impact Assessment: Detailed analysis of service delivery impact and expected duration
Mitigation Efforts: Reasonable attempts to minimize disruption and maintain service continuity
Regular Updates: Weekly status reports during ongoing force majeure conditions

20.3 Business Continuity and Disaster Recovery

Valiant maintains comprehensive continuity planning including:

Technology Infrastructure Resilience:

Redundant data centers and cloud service provider arrangements
Automated backup systems and disaster recovery procedures
Alternative internet connectivity and telecommunications options
Remote work capabilities and distributed team operations

Operational Continuity Measures:

Alternative vendor relationships and supply chain diversification
Cross-trained personnel and flexible resource allocation
Emergency communication protocols and crisis management procedures
Client notification systems and expectation management processes

Service Delivery Adaptation:

Remote service delivery capabilities and virtual collaboration tools
Modified service delivery methods during disruption periods
Priority client identification and resource allocation during recovery
Accelerated service restoration procedures following disruption resolution

20.4 Extended Force Majeure and Agreement Termination

If force majeure conditions persist beyond 90 days:

Either party may terminate affected services with written notice
Proportional fee adjustments for services not delivered during affected period
Transition assistance and alternative service arrangement coordination
Mutual cooperation in minimizing ongoing business impact

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21. GENERAL PROVISIONS AND LEGAL FRAMEWORK

21.1 Entire Agreement and Document Integration

These Terms, together with executed service agreements, statements of work, and related schedules, constitute the complete agreement between the parties:

Supersedes all prior negotiations, discussions, and agreements
Integration of all material terms and conditions
Written modification requirements for all changes
Parol evidence rule application for interpretation disputes

21.2 Amendment and Modification Procedures

Formal Amendment Requirements:

Written documentation required for all material changes
Authorized representative signatures from both parties
Senior management approval for significant modifications
Effective date specification and stakeholder communication

Minor Administrative Changes:

Contact information updates and administrative corrections
Billing address modifications and payment method changes
Designated representative changes and communication preferences

21.3 Severability and Enforceability Protection

Invalid Provision Handling:

Court determination of invalidity affects only specific provisions
Remaining terms continue in full force and effect
Modification of invalid provisions to minimum extent necessary for enforceability
Original intent preservation through judicial or mutual modification

Blue Pencil Doctrine Application:

Reasonable modification of overly broad restrictive covenants
Geographic and temporal limitation adjustments where appropriate
Scope reduction to maximum enforceable extent under applicable law

21.4 Assignment and Transfer Rights

Valiant Assignment Rights:

Assignment to parent company Juiced IO Inc without client consent
Assignment to successors and acquirers in connection with business transfers
Assignment to affiliates and subsidiaries for operational efficiency
Subcontracting rights with equivalent obligation maintenance

Client Assignment Restrictions:

Prior written consent required for client assignment or transfer
Financial capability assessment and strategic fit evaluation
Potential contract repricing or term modification upon assignment
Due diligence and transition planning coordination requirements

21.5 Survival of Provisions

The following provisions continue indefinitely beyond agreement termination:

Confidentiality and Trade Secret Protection (Section 8)
Intellectual Property Rights and Restrictions (Section 7)
Indemnification Obligations and Legal Protection (Section 15)
Limitation of Liability and Risk Management (Section 14)
Dispute Resolution and Governing Law (Section 19)
Payment Obligations and Financial Responsibilities

21.6 Notice Requirements and Communication Procedures

Formal Legal Notices:

Certified mail with return receipt requested to registered business addresses
Recognized overnight courier services with delivery confirmation
Email delivery to designated legal contacts with read receipts
Electronic signature platform delivery for contract modifications

Business Communications:

Email correspondence to designated project contacts
Client portal messaging and notification systems
Project management platform communications and status updates
Scheduled meetings and conference calls for strategic discussions

21.7 Relationship Definition and Independent Contractor Status

Independent Contractor Relationship:

No partnership, joint venture, or employment relationship creation
Independent business operations with separate legal identities
No authority to bind the other party or create obligations
Separate tax obligations and employment law compliance

Professional Service Provider Framework:

Expertise-based service delivery with professional judgment application
Industry standard practices and ethical obligation adherence
Quality assurance and professional development commitment
Client collaboration while maintaining operational independence

21.8 Waiver and Enforcement Rights

Waiver Limitations:

Explicit written waiver required for provision enforcement forgiveness
Course of dealing does not create implied waivers or modifications
Partial enforcement does not waive rights to full compliance
Future enforcement rights preserved despite temporary non-enforcement

Enforcement and Remedy Preservation:

Cumulative remedies with election of most appropriate enforcement mechanism
Specific performance availability for unique service obligations
Monetary damages calculation and mitigation requirements
Equitable relief for confidentiality and intellectual property protection

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CONTACT INFORMATION AND LEGAL NOTICES

For all inquiries regarding these Terms, service agreements, legal matters, or business development opportunities, please contact:

Valiant Business Services LLC
Legal and Compliance Department
16192 Coastal Highway
Lewes, DE 19958
United States of America

Parent Company:
Juiced IO Inc

Primary Contacts:

Legal Inquiries: legal@valiant.biz
General Business: (302) 212-4282
Business Development: Benjamin Hall - ben.hall@valiant.biz

Notice Requirements:All legal notices, contract modifications, and formal communications must be delivered via certified mail or recognized courier service to the address above, with concurrent email delivery to legal@valiant.biz for expedited processing.

Business Hours: Monday through Friday, 9:00 AM to 6:00 PM Eastern Standard Time, excluding federal holidays recognized in the United States.

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ACKNOWLEDGMENT OF AGREEMENT

By engaging Valiant's services, accessing our digital platforms, or executing service agreements, you acknowledge that you have read, understood, and agree to be legally bound by these comprehensive Terms of Service. These Terms represent the complete understanding between the parties regarding the matters addressed herein and supersede all prior agreements, representations, and understandings.

These Terms are effective as of September 3, 2025, and remain in effect until modified in accordance with the procedures outlined herein.

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This document contains confidential and proprietary information of Valiant Business Services LLC and Juiced IO Inc. Unauthorized distribution or reproduction is strictly prohibited.