Master Services Agreement

Effective Date: April 1, 2026

This Master Services Agreement («Agreement») is entered into by and between Daba Group LLC, a Florida limited liability company («Daba»), and the client identified in the applicable Order Form or checkout acceptance («Client»).

Core Protection Intent

• Daba keeps ownership of the platform, code, prompts, workflows, models, templates, automations, improvements, and all background technology.
• Client owns its own data and inputs.
• Client gets only the limited rights expressly granted.
• No work is «work made for hire» unless a signed Order Form specifically says so.
• No code transfer happens unless a signed Order Form specifically identifies an «Assigned Deliverable.»

1. Scope and Precedence

1. This Agreement governs all services ordered from Daba, including EmpowerLeap, Sprint 30, Momentum 90, Operator, enterprise pilots, implementation, consulting, and custom work.
2. Order of precedence: signed Order Form > this Agreement > referenced product/policy terms > website materials.
3. Client terms in a PO, email, or portal do not modify this Agreement unless Daba signs a written acceptance.

2. Services

Daba may provide software access, AI-assisted guidance, venture-building support, structured programs, onboarding, implementation help, custom automations, operator support, templates, reports, and other deliverables described in an Order Form.

3. Client Responsibilities

Client must provide timely and accurate information and is solely responsible for:

• its own data, content, prompts, and instructions;
• legal rights to submit/use that material;
• compliance, decisions, transactions, and business outcomes.

4. Fees and Payment

1. Fees are due as stated in the Order Form, checkout, or invoice.
2. Fees are in USD unless stated otherwise.
3. Fees are non-refundable except where an Order Form or written refund policy expressly says otherwise.
4. Daba may suspend access/performance for non-payment or payment disputes.

5. Ownership; Client Data; Daba IP

1. Client owns Client Data and Client Materials.
2. Client grants Daba a limited license to use Client Data as needed to provide, secure, support, monitor, improve, and maintain the services and comply with law.
3. Daba and its licensors retain all rights in the platform, software, code, prompts, workflows, automations, templates, models, retrieval systems, connectors, know-how, documentation, designs, dashboards, reports, improvements, and all other Daba technology.
4. Except for the limited license expressly granted, no rights in Daba technology transfer to Client.
5. Client does not acquire ownership of code, prompts, workflow logic, architecture, internal documentation, or improvements merely because Daba used Client’s project, feedback, or data while delivering the services.
6. Any feedback or suggestions may be used by Daba without restriction or payment.
7. Only a deliverable expressly identified in a signed Order Form as an Assigned Deliverable transfers, and only after full payment.
8. No work is a «work made for hire» unless a signed Order Form explicitly says so and specifically identifies the exact deliverable.

6. License to Client

Client receives a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the services and non-assigned deliverables for internal business purposes only.

Client may not:

• copy, resell, sublicense, scrape, benchmark, or mirror the services;
• reverse engineer or try to derive source code, prompts, routing rules, workflow logic, datasets, or model behavior;
• bypass security controls;
• use the services to build a competing product or training dataset.

7. Confidentiality

Both parties must protect the other’s non-public business, technical, financial, legal, and operational information with reasonable care.

8. AI and Results Disclaimer

AI outputs may be incomplete, inaccurate, biased, or unsuitable without human review. Client must independently review all outputs. Daba does not guarantee revenue, profit, fundraising, growth, legal compliance, or any specific business result unless expressly stated in a signed Order Form.

9. Warranties and Disclaimers

Daba warrants only that it will perform services in a professional and workmanlike manner. Except for that express warranty, services and deliverables are provided «as is» and «as available,» and all other warranties are disclaimed.

10. Indemnities

• Daba provides a narrow IP infringement defense for the services themselves, subject to standard exclusions.
• Client indemnifies Daba for claims arising from Client Data, Client Materials, Client’s business, Client’s misuse of the services, or Client’s breach.

11. Limitation of Liability

To the maximum extent permitted by law:

• no indirect, incidental, special, consequential, exemplary, or punitive damages;
• Daba’s aggregate liability is capped at fees paid under the affected Order Form during the prior 12 months (or USD 100 for free services);
• the cap does not limit Client’s payment obligations or Client’s misuse/infringement of Daba IP.

12. Termination

Either party may terminate for uncured material breach. Daba may terminate immediately for non-payment, unlawful use, infringement risk, security risk, or misuse. On termination, Client’s access rights end and Client must stop using Daba technology.

13. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Florida. Disputes shall be resolved through confidential binding arbitration in Santa Rosa County, Florida, with court access for injunctive relief related to IP, confidentiality, or security.

14. Contact