basic-service | JBM Block

JBM BLOCK LLCGENERAL BASIC SERVICE AGREEMENTWebsite Reference Version - 2025

This General Basic Service Agreement (the "Agreement") is published by JBM Block LLC ("JBM Block," "Company," "we," "us," or "our") as a reference framework for basic technology, hosting, support, and implementation services. This Agreement becomes binding when incorporated into an order form, proposal, statement of work, invoice, online acceptance flow, website acceptance, continued-use service flow, renewal, or other written or electronic approval accepted by JBM Block and the customer ("Customer"). Unless a separately signed written agreement expressly states otherwise, the then-current published version of this Agreement will apply to and update any prior Basic Service agreement, proposal, order form, invoice, renewal, or accepted service relationship for Basic Services upon publication, renewal, continued use of the Services, payment of any invoice, or Customer’s continued receipt of services after the updated version is made available. Customer acknowledges that JBM Block may update this General Basic Service Agreement from time to time without individual notice, and Customer is responsible for reviewing the current published version. No update will reduce payment obligations already accrued or override any non-waivable rights under applicable law.

Basic Service SummaryItem	Basic Service ReferencePurpose	Provide a modular, basic-service framework for approved JBM Block products, applications, portals, games, engagement tools, Web3-ready infrastructure, and related technical services.Service Level	Basic service, unless an order form expressly states a higher service tier such as Pro, Enterprise, or Corporate.

Crypto Status	Crypto-ready but not crypto-enabled under Basic Service unless expressly included in the applicable order form or change order.

Ownership: JBM Block retains ownership of its platform, products, components, modules, framework, software, source code, BackOffice, tools, templates, derivative works, and know-how.

Exclusivity:No exclusivity is granted unless expressly agreed in a separate written agreement signed by JBM Block.

Billing	Fees, included usage, billing cycle, payment schedule, and on-demand costs are defined in the applicable order form, proposal, invoice, or published pricing reference.

Agreement ScopeThe Basic Service covers only the services, modules, deliverables, usage limits, implementation items, support level, and billing terms expressly listed in the applicable order form, proposal, statement of work, invoice, or written approval.No feature, customization, integration, campaign, sponsor activation, migration, data import, premium support, third-party connection, crypto function, blockchain transaction, token, NFT, smart contract, payment gateway, or new game/module is included unless specifically stated in writing.All additional work is subject to a written change order, upgraded service tier, separate agreement, or JBM Block’s then-current hourly or project rates.

Basic Service Does Not Include Crypto Engine Integration Unless Expressly StatedBasic Service may be designed to operate with a smooth user experience and may be prepared for future Web3 or crypto functionality; however, Basic Service does not include crypto engine integration, on-chain execution, smart contract deployment, token or NFT issuance, crypto payment processing, staking, airdrops, blockchain indexing, autonomous blockchain actions, or regulated crypto flows unless expressly stated in the applicable order form.Customer may request future activation of crypto-related functionality by moving to a higher service tier, such as Pro Service, or by executing a separate written change order. Any such activation may require additional fees, technical review, compliance review, third-party approval, and revised risk allocation.

Customer Responsibilities and DependenciesCustomer is responsible for timely delivery of required approvals, credentials, content, branding assets, domain or subdomain access, DNS settings, API access, business rules, user-facing text, legal approvals, privacy notices, prize or promotion rules, and third-party permissions.JBM Block is not responsible for delays, added costs, missed timelines, defects, downtime, or incomplete delivery caused by Customer delays, incomplete information, unavailable third-party systems, third-party outages, provider restrictions, or post-approval change requests.Customer represents that it owns or has all rights required to provide any materials, trademarks, content, data, or instructions to JBM Block.

Fees, Payment, Suspension, and TaxesCustomer shall pay all fees listed in the applicable order form, proposal, invoice, or published pricing reference. Implementation packages, recurring subscriptions, support fees, usage-based fees, and third-party pass-through costs are separate unless expressly bundled in writing.If an implementation package is approved with milestone payments, JBM Block may require fifty percent (50%) upfront and fifty percent (50%) before production deployment or go-live, unless a different payment schedule is expressly stated in writing.JBM Block has no obligation to begin work, continue work, provide support, maintain hosting, or move any product into production if amounts due are unpaid. Suspension for non-payment is not a breach by JBM Block.Late amounts may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law. Customer is responsible for applicable taxes, duties, withholding, payment processor fees, and third-party charges, except taxes based on JBM Block’s net income.

Acceptance of DeliverablesDeliverables are deemed accepted upon the earliest of: (a) written approval by Customer; (b) deployment to staging or production and material availability for Customer review; (c) Customer use of the deliverable in a live or production environment; or (d) five (5) business days after JBM Block provides notice that the deliverable is ready for review, unless Customer provides written notice identifying a material non-conformity within that period.Minor defects, cosmetic items, enhancement requests, content changes, third-party limitations, or out-of-scope requests do not delay acceptance or payment.

Intellectual Property; No Ownership TransferJBM Block retains all rights, title, and interest in and to its pre-existing and independently developed technology, platform, framework, software, source code, object code, APIs, SDKs, modules, tools, templates, smart contracts, engine, BackOffice, workflows, methodologies, generalized learnings, improvements, derivative works, configurations, and reusable components.This Agreement does not provide Customer with ownership of any JBM Block component, product, technology, source code, module, derivative work, intellectual property, or know-how unless expressly stated in a separate written agreement signed by JBM Block.Subject to full payment and continued compliance with the Agreement, Customer receives only a limited, revocable, non-exclusive, non-transferable right to access and use the approved services during the applicable service term and within the approved scope.Customer shall not copy, resell, sublicense, reverse engineer, decompile, attempt to extract source code, remove proprietary notices, use JBM Block technology to build a competing service, or permit unauthorized access to JBM Block systems.

Non-ExclusivityThis Agreement is non-exclusive. JBM Block may provide the same or similar services, products, modules, technology, tools, games, campaigns, integrations, platform features, templates, or frameworks to any other customer, including companies that may operate in the same or similar industry as Customer, unless exclusivity is expressly agreed in a separate written agreement signed by JBM Block.

Third-Party Services and InfrastructureThe Services may rely on third-party infrastructure, cloud providers, wallet providers, payment processors, blockchain infrastructure, APIs, hosting providers, analytics tools, DNS services, security services, CDN providers, AI providers, and other external systems.JBM Block is not responsible for third-party outages, pricing changes, service interruptions, policy changes, compliance reviews, API limitations, account restrictions, provider failures, chain congestion, wallet provider issues, payment processor decisions, or infrastructure limitations outside JBM Block’s reasonable control.Third-party and usage-based costs may be billed to Customer when incurred, passed through, or adjusted based on provider pricing and actual usage, unless expressly included in the applicable order form.

Data, Privacy, Content, Promotions, and ComplianceCustomer is solely responsible for its users, audience, content, campaigns, prize rules, sweepstakes or promotion terms, marketing permissions, user consent, privacy notices, data processing disclosures, age restrictions, consumer protection obligations, and applicable industry-specific compliance.JBM Block provides technology services only and does not determine Customer’s legal basis for processing personal data, user eligibility, campaign legality, prize rules, tax treatment, advertising disclosures, or regulatory requirements.Customer is responsible for ensuring that its use of the Services complies with all applicable laws, including data protection, privacy, marketing, consumer protection, gaming, gambling, lottery, sweepstakes, financial, securities, tax, crypto, and local jurisdictional laws.11. No Legal, Tax, Financial, Securities, Gaming, Gambling, Lottery, or Crypto Regulatory AdviceJBM Block does not provide legal, tax, financial, securities, investment, gaming, gambling, lottery, sweepstakes, consumer-promotion, data privacy, or crypto regulatory advice. Customer must obtain independent professional advice before launching rewards, prizes, points, paid features, tokens, NFTs, wallets, payment flows, crypto-enabled features, promotions, or user campaigns.

No Custody; No Financial HandlingUnless expressly agreed in writing, JBM Block does not take custody of Customer funds, user funds, crypto assets, private keys, prize funds, or regulated financial assets. Any wallet, payment, crypto, token, NFT, or financial flow must be implemented only under a written scope approved by JBM Block and subject to applicable third-party provider terms.

Service Levels, Support, Fair Use, and Traffic SpikesBasic Service support levels, response times, included usage, and support channels are limited to the applicable order form or published service reference. Response times are targets and not guarantees unless expressly stated as a service-level commitment with a written remedy.Traffic spikes, unusual usage, abnormal user behavior, malicious traffic, bot activity, scraping, denial-of-service activity, high-volume campaigns, sponsor activations, live events, or usage beyond included limits may require additional fees, upgraded infrastructure, a higher service tier, or temporary service restrictions.JBM Block may apply reasonable technical limits, rate limits, security controls, usage controls, or suspension where necessary to protect platform stability, security, infrastructure, other customers, or JBM Block’s systems.

SecurityJBM Block will use commercially reasonable technical and organizational measures designed to protect the Services. Customer remains responsible for securing its accounts, credentials, administrators, user permissions, API keys, DNS access, third-party accounts, content-management access, and internal approval workflows. Customer must promptly notify JBM Block of suspected unauthorized access, credential compromise, or security incidents affecting the Services.

ConfidentialityEach party may receive confidential or non-public information from the other party. The receiving party shall use such information only to perform or receive the Services, shall protect it using reasonable care, and shall not disclose it to third parties except to employees, contractors, advisors, or service providers who need to know and are subject to confidentiality obligations. Confidentiality obligations do not apply to information that is public, independently developed, lawfully received from another source, or required to be disclosed by law.

Subcontractors and Development ResourcesJBM Block may use employees, contractors, subcontractors, developers, vendors, infrastructure providers, and service providers to perform the Services. JBM Block remains responsible for the work performed under its direction, subject to the limitations of this Agreement.

Warranty DisclaimerThe Services are provided on an "as is" and "as available" basis except as expressly stated in the applicable order form. JBM Block disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, error-free operation, specific business results, revenue generation, user engagement, audience growth, legal compliance, or compatibility with all third-party systems.

Limitation of LiabilityTo the maximum extent permitted by law, JBM Block shall not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, reputational harm, data loss, business interruption, or cost of substitute services, whether arising in contract, tort, strict liability, or otherwise.JBM Block’s total aggregate liability under this Agreement shall not exceed the amounts actually paid by Customer to JBM Block under the applicable order form during the three (3) months immediately preceding the event giving rise to the claim, unless a different liability cap is expressly stated in a signed agreement.

Customer IndemnificationCustomer shall defend, indemnify, and hold harmless JBM Block and its owners, officers, employees, contractors, affiliates, and service providers from and against claims, damages, liabilities, penalties, costs, and expenses arising out of or related to Customer content, Customer data, Customer instructions, user claims, promotions, prizes, marketing activities, regulatory allegations, privacy claims, unauthorized use, breach of this Agreement, or Customer’s violation of law or third-party rights.

Term, Renewal, Suspension, and TerminationThe term, renewal period, and cancellation rules are defined in the applicable order form or subscription reference. If no term is stated, recurring services continue month-to-month until terminated by either party with thirty (30) days’ written notice, subject to payment of all accrued fees.Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice. JBM Block may suspend services immediately for non-payment, security risk, unlawful use, misuse, excessive usage, third-party provider restriction, or activity that may harm JBM Block, users, infrastructure, or other customers.Upon termination or expiration, Customer’s right to use the Services ceases unless otherwise agreed in writing. JBM Block may disable access to hosted services, support, infrastructure, BackOffice, APIs, modules, and platform components. Termination does not relieve Customer of payment obligations accrued before termination.

Force MajeureJBM Block is not liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet failures, cloud provider failures, cyberattacks, chain congestion, blockchain forks, government actions, sanctions, payment processor decisions, third-party outages, or utility failures.

Injunctive Relief for IP MisuseCustomer acknowledges that unauthorized use, copying, disclosure, reverse engineering, or misuse of JBM Block intellectual property may cause irreparable harm. JBM Block may seek injunctive or equitable relief in addition to any other available remedies.

Publicity and ReferencesUnless prohibited in writing by Customer, JBM Block may identify Customer as a customer or project reference using Customer’s name and logo in pitch materials, case studies, websites, investor materials, or presentations, provided JBM Block does not disclose Customer confidential information. Customer may not use JBM Block’s name or logo in a way that implies endorsement without prior written approval.

Governing Law and VenueThis Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles. Any dispute arising out of or related to this Agreement shall be resolved in the state or federal courts located in Florida, unless the parties agree in writing to arbitration or another dispute resolution process.

Order of Precedence; Severability; SurvivalIf there is a conflict among documents, the following order controls unless expressly stated otherwise: (1) signed order form or statement of work; (2) signed master agreement; (3) this General Basic Service Agreement; (4) proposal or pricing reference; and (5) other referenced materials.If any provision is found unenforceable, the remaining provisions remain in effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.Sections concerning payment, intellectual property, confidentiality, non-exclusivity, disclaimers, limitation of liability, indemnification, compliance responsibility, governing law, and any terms that by nature should survive shall survive expiration or termination.