1. Introduction

Welcome to the JinPad Avalanche Program, a pioneering initiative by J-Wadel Solutions ("we", "us", or "our"), meticulously designed to guide small businesses through the transformation from fragmented Software-as-a-Service (SaaS) dependencies to achieving digital independence. This Terms of Service Agreement ("Agreement") is a binding contract between you ("Client", "you", or "your") and J-Wadel Solutions, governing your participation in the JinPad Avalanche program and your use of the associated platform, including but not limited to the website, mobile application, services, software, and infrastructure provided (collectively, the "Service").

The JinPad Avalanche Program is structured into three strategic stages:

• ESC101 - Infrastructure and Application Setup: This foundational stage involves the delivery of a customizable platform tailored to streamline your operations and integrate existing SaaS tools, providing the bedrock for digital independence.
• ESC201 - SaaS Monitoring & Feature Development Planning: At this stage, we offer continued support through SaaS aggregation and documentation dashboards, virtual events, and planning activities to enhance operational efficiency and prepare for feature development.
• ESC301 - Continuous Feature Development & Delivery: Focused on the actualization of your digital transformation, this stage allows you to choose between flexible development models for the creation and integration of custom features into your platform.

By accessing or using the Service in any capacity, including browsing the website or utilizing the JinPad Avalanche app for application and correspondence, you agree to be bound by this Agreement, inclusive of all terms, conditions, policies, and notices stated here.

Acceptance and Modification: This Agreement is subject to acceptance at the point of use and may be periodically updated or modified by J-Wadel Solutions at its sole discretion. It is your responsibility to review the Agreement regularly for changes. Continued use of the Service after such changes constitutes your consent to the updated terms.

Scope: This Agreement comprehensively covers your interaction with the Service, outlining the legal framework for the use of the JinPad Avalanche platform, engagement in program activities across all stages (ESC101, ESC201, ESC301), and the application process through the JinPad Avalanche app.

Please read this Agreement carefully before engaging with the Service. If you do not agree with the terms outlined, you should refrain from using the Service. This Agreement is deemed an offer by J-Wadel Solutions, with acceptance explicitly limited to these terms.

2. Definitions

In this Agreement, the following terms shall have the meanings set forth below:

• "Service": refers to the JinPad Avalanche program, including all its phases (ESC101, ESC201, and ESC301), the digital platform developed for clients, and any related services, software, websites, and mobile applications provided by J-Wadel Solutions.
• "Client" or "User": Additional features and integrations developed based on Customer's specific needs (Pay-as-you-build service).
• "Digital Platform": refers to the customized solution developed for clients during the ESC101 phase, including but not limited to software, websites, and mobile applications, tailored to streamline the client's operations and reduce SaaS dependency.
• "SaaS": (Software as a Service) encompasses third-party software applications accessible via the internet, which the client uses in their operations and which may be integrated or replaced as part of the Service.
• "ESC101": denotes the first phase of the JinPad Avalanche program, focusing on Infrastructure and Application Setup.
• "ESC201": represents the second phase, centered around SaaS Monitoring & Feature Development Planning.
• "ESC301": signifies the third phase, involving Continuous Feature Development & Delivery, through either the Pay-as-you-Build or Dedicated Managed Developer models.
• "Pay-as-you-Build Model": describes a flexible development approach where clients are billed based on the actual work done by J-Wadel Solutions or its ESC compliant partners.
• "Dedicated Managed Developer Model": refers to a development service where clients are provided with dedicated developer(s) for a fixed contract duration, managed by J-Wadel Solutions.
• "Agreement": means this Terms of Service document, including any amendments or modifications made from time to time.

3. Use of the Service

3.1 Access and Registration

To access the JinPad Avalanche program, clients must complete the registration process, providing accurate and current information as requested. Clients are responsible for maintaining the confidentiality of their account information and for all activities that occur under their account.

3.2 Permitted Use

Clients are granted a non-exclusive, non-transferable, revocable license to use the Service strictly in accordance with this Agreement. The Service is intended solely for the client's business use to achieve digital independence through customized platform development, SaaS monitoring, feature development planning, and continuous feature development and delivery.

3.3 Restrictions

Clients shall not use the Service for any purpose that is unlawful or prohibited by this Agreement. Without limiting the generality of the foregoing, clients shall not, and shall not permit others to:

• Modify, disassemble, decompile, or reverse engineer any part of the Service, except to the extent that such restriction is expressly prohibited by law.
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service, or any features or functionality of the Service, to any third party for any reason.
• Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service.
• Remove any proprietary notices from the Service.

3.4 Client Obligations

Clients agree to:

• Ensure that all users accessing the Service through the client's account comply with this Agreement.
• Promptly notify J-Wadel Solutions of any unauthorized use of or access to the Service.
• Use the Service only for purposes that are legal, ethical, and in accordance with this Agreement.

3.5 Modification of the Service

J-Wadel Solutions reserves the right, at its sole discretion, to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Clients agree that J-Wadel Solutions shall not be liable to them or to any third party for any modification, suspension, or discontinuance of the Service.

3.6 Support and Maintenance

J-Wadel Solutions will provide support and maintenance for the Service in accordance with the terms specified in the ESC101, ESC201, and ESC301 stages of the program. Specific support and maintenance terms, including any applicable fees, will be communicated to clients as part of the service agreement for each stage.

4. Payment, Discounts, Referrals, Refunds, and Cancellation

4.1 Payment Terms

Clients agree to pay all fees or charges to their account for the Service in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. By providing J-Wadel Solutions with your payment information, you agree that J-Wadel Solutions is authorized to immediately invoice your account for all fees and charges due and payable to J-Wadel Solutions hereunder and that no additional notice or consent is required.

4.2 Pricing Plans

J-Wadel Solutions offers various pricing plans for the ESC101, ESC201, and ESC301 phases of the JinPad Avalanche program. Each plan's specific pricing details, including any setup fees, monthly charges, or usage-based fees, are described on the JinPad Avalanche platform or in a separate service agreement provided to the client.

4.3 Discounts and Referrals

J-Wadel Solutions values both new and loyal clients, offering various discounts and referral benefits to enhance their experience with the JinPad Avalanche program.

• An automatic discount rate of 80% on the registration fees is available for Small to Medium Businesses (SMBs) with a staff strength of 0-49 employees, making our program more accessible to smaller enterprises.
• Eligibility: To qualify for the SMB discount, businesses must provide proof of employee count, such as recent payroll records.
• Application: The discount is automatically applied to eligible businesses during the registration process, simplifying savings.
• Referral Codes: Referral codes can be obtained from your account dashboard. Sharing these with potential customers can benefit both the referrer and the referred.
• Referral Discount: Applies to both the referrer and the referred customer, encouraging the growth of our community through shared rewards.
• Stacking Discounts: Discounts can be combined with other promotions or offers, maximizing potential savings for our clients.
• Refunds: The SMB discount is non-refundable, aligning with our broader refund policies.

4.4 Refund Policy

• ESC101 Setup Fees: Clients are eligible for a 100% refund of the ESC101 setup fees if a refund request is made before the delivery of the infrastructure or within 7 days post-delivery. Transaction fees by payment processors may not be refundable.
• ESC201 and ESC301 Services: Fees for ongoing services in the ESC201 and ESC301 phases are generally non-refundable, except as expressly provided in the service agreements for these phases.

4.5 Cancellation Policy

Clients may cancel their use of the Service with notice to J-Wadel Solutions according to the terms specified in their service agreement. Cancellation will become effective at the end of the current billing period, and clients will not receive a refund for any service period already billed or paid for.

4.6 Payment Disputes

J-Wadel Solutions reserves the right to suspend a client's access to the Service if the client's account becomes delinquent (falls into arrears). Clients are responsible for maintaining updated billing information. If a client believes their bill is incorrect, they must contact J-Wadel Solutions within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

4.7 Late Payment

Late payments may incur additional charges or interest at the maximum rate permitted by law. J-Wadel Solutions reserves the right to recover any costs and fees (including legal fees) incurred in collecting late payments.

Additional Considerations and Policies

• Every cohort spans a month, and custom services are billed separately, ensuring transparency and fairness in billing.
• Guaranteed refund of registration fee if the refund form is filled within 7 days of subscription, aligning with our commitment to client satisfaction.
• Request for a developer to manage customers' systems will be paid for, which is different from the registration fee, clarifying the scope of service fees.
• JinPad reserves the right to start offering services once payment is made, ensuring service commencement is tied to financial commitment.

5. Intellectual Property Rights

5.1 Ownership of the Service and Content

All intellectual property rights in and to the Service, including but not limited to the JinPad Avalanche application, website, content, logos, and all underlying technology, are owned by J-Wadel Solutions or its licensors. Except for the rights expressly granted under this Agreement, no other rights are granted, either express or implied, to the client.

5.2 Client Data and Custom Platform Ownership

• Client Data: Clients retain full ownership of the data they provide during the use of the Service. J-Wadel Solutions claims no intellectual property rights over the material provided by clients.
• Custom Platform: Upon completion and full payment for the ESC101 phase, clients obtain ownership of the custom platform developed specifically for their business use. This platform is intended for use solely within the client's business entity that entered into the agreement with J-Wadel Solutions. The client agrees not to transfer, resell, or use the custom platform to recreate similar projects for other businesses or legal entities. J-Wadel Solutions retains intellectual property rights to the underlying software, tools, and generic components used in building the custom platform, ensuring that the unique customizations made for the client are not reused without authorization.

5.3 License to Use Client Data

By using the Service, clients grant J-Wadel Solutions a non-exclusive, worldwide, royalty-free license to use, reproduce, adapt, modify, publish, and display content provided by the client (excluding any business-sensitive information) for the purpose of operating and improving the Service.

5.4 Third-party Software

The Service may incorporate third-party software, which remains subject to the terms and conditions of the respective third-party licenses. Clients agree to comply with such terms and acknowledge that these third-party entities retain ownership of their software.

5.5 Prohibited Use

Clients shall not use the Service's trademarks, logos, domain names, or other distinctive brand features without prior written consent from J-Wadel Solutions. Additionally, clients may not remove or alter any proprietary notices or marks on the Service.

5.6 Feedback and Improvements

Any feedback, comments, or suggestions clients may provide regarding the Service is entirely voluntary, and J-Wadel Solutions will be free to use such feedback as it sees fit and without any obligation to the client.

6. Confidentiality and Data Protection

6.1 Confidential Information

Both J-Wadel Solutions and the client agree to maintain the confidentiality of all confidential information received from the other party. Confidential information includes business plans, customer data, trade secrets, and any other information marked as confidential or reasonably assumed to be confidential.

6.2 Data Protection

J-Wadel Solutions is committed to protecting the privacy and security of the client's data. We comply with all applicable data protection laws and regulations, including GDPR. Clients' personal and business data will be collected, used, and stored solely for the purpose of providing the Service, improving user experiences, and as legally required.

6.3 Data Usage

By using the Service, clients consent to the collection, storage, and use of their data by J-Wadel Solutions as outlined in the Privacy Policy and this Agreement. J-Wadel Solutions will not share client data with third parties without consent, except as necessary to provide the Service or comply with the law.

6.4 Security Measures

J-Wadel Solutions implements robust security measures to protect client data against unauthorized access, alteration, disclosure, or destruction. These measures include, but are not limited to, encryption, firewalls, and secure server facilities.

6.5 Client Responsibilities

Clients are responsible for safeguarding their login credentials and controlling access to their accounts. Clients should promptly notify J-Wadel Solutions of any unauthorized use of their accounts or breach of security.

6.6 Breach Notification

In the unlikely event of a data breach, J-Wadel Solutions will promptly notify affected clients and take necessary steps to mitigate any potential harm. This includes cooperating with clients and law enforcement as appropriate.

7. Termination, Suspension, and Handover

7.1 Program Duration and Termination Rights

The JinPad Avalanche program is designed as a 12-month comprehensive service, concluding with the handover of the developed platform to the client. Clients may not terminate the service to resell or redistribute the developed platform within this period. J-Wadel Solutions may terminate the service if a client breaches these terms, engages in unauthorized distribution, or violates any other agreement terms.

7.2 Suspension for Non-Compliance

Access to the Service may be suspended in cases of non-compliance with the program's terms, overdue payments, or security concerns. Efforts will be made to communicate the reasons for suspension and steps for reinstatement.

7.3 Handover and Post-Program Services

Upon successful completion of the 12-month program, J-Wadel Solutions will hand over the developed platform to the client. Clients wishing for J-Wadel Solutions to continue managing their platform must opt into a maintenance agreement subject to an infrastructure maintenance fee and, if applicable, fees for continued software development services.

7.4 Termination for Cause

Both parties may terminate the agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

7.5 Data Retention and Deletion

Post-termination, J-Wadel Solutions will retain the client's data for a limited period as outlined in our Privacy Policy before deletion, ensuring compliance with data protection laws. Clients may request data exportation within this period.

7.6 Mitigation of Potential Issues

• Performance, clarity, and navigation issues on the JinPad Avalanche website are mitigated through regular audits and updates.
• Pricing confusion and concerns are addressed by providing detailed breakdowns of costs and inclusions for each plan, along with FAQs and direct support contact for queries.
• To prevent gaming of pricing plans, J-Wadel Solutions reserves the right to review and reclassify selected plans based on the actual needs and usage of clients.
• Concerns over payment security and alternative payment methods are addressed by offering multiple secure payment options and transparently communicating all charges upfront.
• For onboarding and registration, J-Wadel Solutions provides clear guidance on next steps and maintains open channels for support and queries.

8. Disclaimers, Limitations of Liability, and Indemnification

8.1 Disclaimers

The Service is provided on an 'as is' and 'as available' basis without any warranties of any kind, including that the Service will operate error-free or that the Service, its servers, or the content are free of computer viruses or similar contamination or destructive features. J-Wadel Solutions disclaims all licenses or warranties, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

8.2 Limitations of Liability

J-Wadel Solutions will not be liable for any damages of any kind arising from the use of the Service, including, but not limited to direct, indirect, incidental, punitive, and consequential damages, unless otherwise specified in writing. J-Wadel Solutions' liability in any circumstance is limited to the amount paid by the client for the Service.

8.3 Indemnification

Clients agree to indemnify and hold harmless J-Wadel Solutions, its officers, directors, employees, and agents, from and against any claims, suits, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of the Service; (ii) your breach of this Agreement; or (iii) any content or materials provided by you to the Service.

9. Governing Law and Dispute Resolution

9.1 Governing Law

This Agreement and any action related thereto will be governed by the laws of the jurisdiction in which J-Wadel Solutions is headquartered, without regard to or application of its conflict of law provisions or your state or country of residence.

9.2 Dispute Resolution

In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or disagreements shall be finally settled by arbitration administered by the [Applicable Arbitration Association] in accordance with the provisions of its Commercial Arbitration Rules or in accordance with the laws of the jurisdiction mentioned above.

9.3 Arbitration

The arbitration shall be conducted in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees.

9.4 Class Action Waiver

YOU AND J-WADEL SOLUTIONS 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.

10. Changes to the Terms of Service

J-Wadel Solutions reserves the right, at its sole discretion, to modify or replace any part of this Agreement at any time. It is the client's responsibility to check this Agreement periodically for changes. The date of the latest revisions will always be listed at the top of this page.

Continued use of or access to the Service following the posting of any changes to this Agreement constitutes acceptance of those changes. J-Wadel Solutions may also, in the future, offer new services and/or features through the Service (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Significant changes to the terms will be communicated to clients through the email address provided upon registration or through a prominent notice on the Service platform. This ensures that clients are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it.

By using JinPad Avalanche, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them.