Master Services Agreement

1. Who this agreement is between

This Master Services Agreement ("Agreement") is between Jacked Trade LLC, the company that provides SubTrack ("we", "us", "Company"), and the business entity that subscribes to the Service ("Customer", "you"). The individual accepting this Agreement represents that they are authorized to bind that entity.

SubTrack is a product of Jacked Trade LLC, a limited liability company organized under the laws of Delaware. SubTrack is a brand name, not a separate legal entity; your contract is with Jacked Trade LLC.

2. What the Service does

The Service is a software platform for tracking subcontractor certificates of insurance, contractor licenses, and related compliance documents. It extracts information from documents you or your subcontractors upload, compares that information against requirements you configure, displays compliance status, sends automated reminders, and links to publicly available government license-verification portals.

The Service is an organizational and record-keeping tool. It is not an insurance product, an insurance brokerage, a legal service, or a certification or verification authority.

3. What the Service does not do — read this section

We do not verify insurance coverage with carriers. The Service reads the documents you provide. It does not contact any insurance carrier or confirm that a policy exists, remains in force, has not been cancelled mid-term, or covers any particular loss. A certificate of insurance is a snapshot provided by a third party and may be inaccurate, outdated, or fraudulent. Only the carrier can confirm coverage.

Automated document reading is imperfect. The Service uses automated extraction to read uploaded documents. It can misread, partially read, or fail to read a document, particularly a poor scan or a non-standard form. You are responsible for reviewing extracted information for accuracy. Where the Service cannot determine a value, it indicates so rather than guessing, but the absence of a flag is not an assurance of correctness.

License verification links are convenience links. The Service directs you to official state licensing board websites. We do not operate those sites, do not control their accuracy or availability, and do not verify licenses ourselves. Some jurisdictions do not license general contractors at the state level at all. Marking a license "verified" in the Service records that a user of your account stated they performed a check; it is not our confirmation of anything.

Compliance determinations are yours. Requirement minimums you configure, and any decision to allow or prohibit a subcontractor from working, are yours alone. The Service does not provide legal, insurance, risk-management, or regulatory advice, and nothing in it should be relied on as such. Consult your insurance broker and legal counsel.

Reminders are best-effort. Automated emails may be delayed, blocked, filtered, or undelivered for reasons outside our control. Do not rely on the Service as your only control against a lapse in coverage.

4. Your account and your responsibilities

You are responsible for all activity under your account, for the accuracy of information you enter, and for the people you invite to your account and the access level you give them. Keep access to your email secure — the Service uses emailed sign-in links, so control of the email inbox is control of the account.

You must have the right to upload, store, and process the documents and personal information you put into the Service, including information about your subcontractors and their employees, and to send the automated emails the Service sends on your behalf.

You will not use the Service unlawfully, attempt to gain unauthorized access to it or to other customers' data, interfere with its operation, reverse engineer it, resell access to it, or use it to send unsolicited bulk email.

5. Your data

As between you and us, you own the data and documents you put into the Service ("Customer Data"). You grant us a limited license to host, process, transmit, and display Customer Data solely to provide and support the Service, to maintain security and integrity, and as otherwise permitted in the Privacy Policy.

We do not sell Customer Data, and we do not use your documents to train machine-learning models for other customers or for our general benefit. Automated document extraction may be performed by third-party processors under contract; those processors are bound not to use your content for their own purposes.

You can export your data at any time from the dashboard or via the API. On termination we will make Customer Data available for export for 30 days, after which we may delete it.

6. Fees and payment

Subscription fees, billing frequency, and any usage limits are as presented at the time you subscribe. Fees are stated in US dollars and are billed in advance by Jacked Trade LLC, which is the merchant of record for all charges.

Fees are exclusive of taxes. You are responsible for any sales, use, VAT, or similar taxes, other than taxes on our income. Where we are required to collect such taxes, they will be added to your invoice.

Subscriptions renew automatically for successive periods until cancelled. You may cancel at any time, effective at the end of the then-current period. Except where required by law, fees already paid are not refundable, including for partial periods. We may change pricing on 30 days' notice, effective at your next renewal.

If payment fails, we may suspend the Service after reasonable notice.

7. Availability and support

We aim to keep the Service available and to fix problems promptly, but the Service is provided without a guaranteed uptime commitment. We may perform maintenance, and we may modify or discontinue features. If we discontinue the Service entirely, we will give reasonable advance notice and an opportunity to export your data.

Support is provided by email at justin@jackedtrade.com during normal business hours.

8. Confidentiality

Each party may receive non-public information from the other. Each party will protect the other's confidential information with at least reasonable care, use it only to perform under this Agreement, and not disclose it except to personnel and contractors who need it and are bound by comparable obligations. This does not apply to information that is public through no fault of the receiving party, independently developed, or lawfully received from a third party, and does not prevent disclosure required by law provided reasonable notice is given where permitted.

9. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AUTOMATED DOCUMENT EXTRACTION WILL BE ACCURATE OR COMPLETE, OR THAT USE OF THE SERVICE WILL RESULT IN COMPLIANCE WITH ANY LAW, REGULATION, CONTRACT, OR INSURANCE REQUIREMENT.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN PARTICULAR, WE ARE NOT LIABLE FOR ANY UNINSURED LOSS, DENIED CLAIM, AUDIT FINDING, PENALTY, CONTRACTUAL LIABILITY, OR INJURY ARISING FROM A SUBCONTRACTOR'S ACTUAL INSURANCE OR LICENSING STATUS DIFFERING FROM WHAT DOCUMENTS IN THE SERVICE INDICATE.

These limitations apply regardless of the theory of liability and are a fundamental basis of the bargain between the parties. Some jurisdictions do not allow certain exclusions, in which case the exclusion applies to the maximum extent permitted.

11. Indemnification

You will defend and indemnify us against third-party claims arising from Customer Data, from your use of the Service in breach of this Agreement or in violation of law, or from your relationship with any subcontractor or other third party whose information you process in the Service.

We will defend and indemnify you against third-party claims that the Service, as provided by us and used as permitted, infringes that third party's US intellectual property rights, and will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data or from combination of the Service with anything we did not supply.

The indemnified party must give prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation.

12. Term, suspension, and termination

This Agreement begins when you first accept it or first use the Service, and continues until terminated. Either party may terminate for convenience effective at the end of the current subscription period, or immediately for the other party's material breach that remains uncured 30 days after written notice.

We may suspend the Service immediately, with notice as soon as practicable, if your use poses a security risk, threatens the integrity of the Service, or violates law.

Sections concerning your data, fees accrued, confidentiality, disclaimers, limitation of liability, indemnification, and governing law survive termination.

13. Changes to this Agreement

We may update this Agreement. For material changes we will provide notice by email or in the Service at least 30 days before they take effect and, where appropriate, require renewed acceptance. Continued use after the effective date constitutes acceptance. Each version is dated, and we record which version you accepted and when.

14. Governing law and disputes

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute not otherwise resolved.

Before filing, the parties will attempt in good faith to resolve any dispute through direct discussion for 30 days.

15. General

This Agreement, together with the Terms of Service and Privacy Policy, is the entire agreement between the parties on this subject and supersedes prior discussions. Any purchase order or vendor terms you issue are of no effect. If a provision is unenforceable, the rest remains in force. Neither party may assign this Agreement without the other's consent, except to a successor in a merger or sale of substantially all assets. Neither party is liable for delay caused by events beyond its reasonable control. Nothing here creates a partnership, agency, or employment relationship. Notices to us go to justin@jackedtrade.com; notices to you go to the email on your account.