Master Operating Charter & Terms of Service

In strict compliance with Section 11 of the Indian Contract Act, 1872 and universal contract law principles, every entity, agent, or individual accessing JJ Coders services, dispatching inquiry forms, or booking development retainers expressly warrants:

3.1 Practice Areas & Deliverable Specifications: Services furnished across JJ Coders are segmented by practice discipline, each governed by its respective technical scope:

3.2 Precedence of Statements of Work: Each bespoke development engagement requires a written Statement of Work (SOW) or invoice specification specifying deliverables, sprint timeline, payment schedule, and acceptance criteria. In the event of direct conflict, the explicit written terms of an authorized SOW take precedence over these general Terms.

4.1 100% Client Ownership upon Final Settlement: Conditional upon complete and irrevocable payment of all agreed fees in the project Statement of Work, JJ Coders assigns, transfers, and conveys to the client all right, title, and interest in and to custom HTML, CSS, JavaScript, backend scripts, and graphic layouts specifically authored for the project.

4.2 Pre-Existing Frameworks & Permissive Tooling: The transfer in Section 4.1 does not apply to: (a) open-source software libraries (such as React, Three.js, Lucide Icons, GSAP, or Tailwind CSS) which remain subject to their respective open-source licenses; (b) pre-existing studio frameworks, algorithms, and modular design components developed prior to the engagement. Clients receive an irrevocable, perpetual, royalty-free, worldwide license to use and modify such pre-existing tooling solely as integrated into the final deliverable.

4.3 Studio Retained Knowledge & Portfolio Rights: JJ Coders retains the absolute right to: (a) reuse general technical knowledge, coding methodologies, and generic algorithms; (b) display screenshots, video walkthroughs, and descriptions of the deliverable within the studio portfolio and marketing channels, unless expressly prohibited by an executed non-disclosure agreement (NDA).

5.1 Milestone Billing Framework: Unless otherwise specified in an authorized SOW, client projects are invoiced in milestone stages (e.g., Phase 1 Pre-Kickoff, Phase 2 Wireframes & Concept, Phase 3 Code Engineering, Phase 4 Live Deployment). Work on subsequent milestones commences solely upon receipt of funds for the preceding stage.

5.2 Chargeback & Payment Reversal Waiver: Client acknowledges that software engineering and creative development involve immediate expenditure of specialized labor and infrastructure costs. Client expressly covenants not to initiate a chargeback, payment reversal, or credit card dispute with any bank, card issuer, or payment processor without first: (a) notifying JJ Coders in writing at contact@jjcoders.com; and (b) participating in good faith in the 30-day informal dispute escalation procedure set forth in Article 12. Any unauthorized or fraudulent chargeback constitutes a material breach of contract, entitling JJ Coders to recover all disputed sums plus collection costs, banking penalty fees, and legal expenses.

5.3 Taxes & Currency: All prices and milestone fees are quoted exclusive of statutory goods and services taxes (GST), withholding taxes, or international banking conversion fees, which shall be the sole responsibility of the client.

6.1 5-Day Acceptance Review & Deemed Acceptance: Upon notification by JJ Coders that a deliverable or staging site is ready for review, client shall have five (5) business days to inspect and verify conformance with the agreed SOW. If client fails to deliver a written, itemized notice of material non-conformance within five (5) business days, or if client deploys the deliverable to a public production environment, the deliverable shall be deemed accepted in full.

6.2 30-Day Technical Defect Warranty: Following final delivery and full payment, JJ Coders provides a thirty (30) calendar day warranty during which any verified technical bug, broken script, or rendering defect within the agreed project scope will be corrected at zero additional charge.

6.3 Warranty Exclusions: This warranty does not cover: (a) modifications, edits, or code alterations made by the client or third parties; (b) failures or rate limits caused by third-party APIs, hosting servers, or domain DNS changes; (c) changes in browser specifications or operating system updates released after project delivery; (d) requests for new features or design expansions outside the original SOW.

6.4 Statutory Rights Preservation: Nothing in this Article excludes, modifies, or limits non-excludable statutory guarantees available under the Consumer Protection Act, 2019 (Republic of India) or Schedule 2 of the Competition and Consumer Act 2010 (Australian Consumer Law).

7.1 Nature of Generative Intelligence: JJ Coders develops, hosts, and deploys specialized artificial intelligence platforms (including JJ Suna AI audio tools and Julie AI research agents). Client acknowledges that generative models generate synthetic outputs based on probabilistic algorithms. JJ Coders does not warrant that AI-generated audio, text, or code will be error-free, unique, or suitable for any specific regulatory purpose.

7.2 Third-Party Inference Endpoints: Certain features may rely on serverless inference gateways (including Cloudflare Workers AI, Hugging Face, or OpenAI APIs). JJ Coders does not guarantee uninterrupted availability of external inference endpoints and disclaims liability for upstream model deprecations or compute outages.

7.3 Acceptable AI Use: Users and clients agree not to submit prompts, audio, or training inputs that: (a) depict or promote child sexual abuse material (CSAM); (b) generate automated cyberattack payloads or malware; (c) intentionally infringe third-party vocal likenesses, copyrighted stems, or trademarks without authorization; (d) execute unauthorized telephonic spam or illegal voice cloning.

8.1 Client Materials Warranty: Client warrants that all copy, images, audio files, databases, branding assets, fonts, and technical specifications provided to JJ Coders are either owned by client or fully licensed with commercial redistribution rights. Client warrants that such assets do not violate any applicable law or infringe the intellectual property rights of any third party.

8.2 Comprehensive Indemnification Covenant: Client agrees to defend, indemnify, and hold harmless JJ Coders, Founder Johan Jomet, engineers, and operational contractors from and against any and all claims, regulatory investigations, statutory penalties, damages, liabilities, and legal expenses (including reasonable attorney fees) arising out of or related to: (a) any breach of client warranties; (b) client products or services sold using software delivered by JJ Coders; (c) any allegation that client materials infringe third-party intellectual property or privacy rights.

JJ Coders respects intellectual property rights and complies strictly with the notice and takedown framework of the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe your copyrighted work has been infringed on any JJ Coders platform or hosted subdomain, transmit a written notice to our designated copyright desk:

9.1 Mandatory Notice Requirements: Every takedown notice must include: (a) identification of the copyrighted work claimed to have been infringed; (b) the precise URL or location of the infringing material; (c) your contact coordinates (email, phone, address); (d) a statement of good-faith belief that use is unauthorized; (e) a statement under penalty of perjury that the information is accurate and you are authorized to act; (f) physical or electronic signature.

9.2 Counter-Notification: If material uploaded by you was removed by mistake or misidentification, you may submit a formal counter-notice pursuant to 17 U.S.C. § 512(g)(3). Upon receipt of a valid counter-notice, JJ Coders will forward it to the claimant and may restore the material within 10 to 14 business days unless claimant files a judicial infringement action.

10.1 Permitted License Scope: For proprietary interactive web applications, browser games (JJ Games), and AI dashboards provided directly by JJ Coders, users receive a personal, revocable, non-exclusive, non-transferable license to access the platforms for their intended personal or internal commercial use.

10.2 Strictly Prohibited Conduct: Users, visitors, and commercial counterparties agree not to:

• Reverse engineer, decompile, or disassemble proprietary game engines, WebGL binaries, or AI models, except where permitted by applicable law.
• Launch automated scraping bots, scrapers, data-mining scripts, or DDoS attacks against JJ Coders servers or cloud endpoints.
• Circumvent or tamper with rate limiters, security sandboxes, Cloudflare Turnstile verifications, or authentication gates.
• Submit malicious input, prompt-injection attacks, SQL injections, or unverified cross-site scripting (XSS) payloads.
• Utilize JJ Coders infrastructure to transmit unsolicited commercial communications, phishing schemes, or spam.

11.1 Consequential & Indirect Damages Waiver: To the maximum extent permitted by applicable Indian and international law, JJ Coders, Founder Johan Jomet, and operating contractors shall under no circumstances be liable for any indirect, special, incidental, consequential, punitive, or exemplary damages, including but not limited to loss of business profits, lost revenue, lost data, goodwill impairment, business interruption, or server downtime, even if advised of the possibility of such damages.

11.2 Cumulative Monetary Liability Cap: In all circumstances, the total cumulative liability of JJ Coders for any and all claims, disputes, or causes of action arising out of or related to these Terms, bespoke software builds, or platform usage—whether sounding in contract, tort (including negligence), statutory duty, or otherwise—shall be strictly limited to the actual net fees paid by the client to JJ Coders in the three (3) months preceding the incident giving rise to the claim, or the sum of ₹10,000 INR (Ten Thousand Indian Rupees), whichever amount is lower.

12.1 Governing Law: These Master Terms, all commercial statements of work, and any disputes arising out of or related to JJ Coders platforms shall be governed by, construed, and enforced in accordance with the substantive laws of the State of Kerala, Republic of India, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly disclaimed.

12.2 Mandatory 30-Day Informal Negotiation: Prior to initiating any formal legal proceeding or arbitration, the aggrieved party agrees to deliver a written notice of dispute setting forth the facts and requested remedy. The parties shall engage in good-faith executive negotiations for thirty (30) calendar days in an effort to reach an amicable resolution.

12.3 Exclusive Court Jurisdiction: If a dispute remains unresolved following the 30-day negotiation period, the courts of competent jurisdiction located in Ernakulam / Kochi, State of Kerala, Republic of India shall have exclusive subject matter and personal jurisdiction over any action, suit, or proceeding arising hereunder. The parties irrevocably consent to the jurisdiction and venue of such courts and waive any defense of forum non conveniens.

14.1 Entire Agreement & Integration: These Master Terms, together with authorized Statements of Work, Privacy Policy, and Refund Policy, constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding all prior oral or written discussions, representations, or understandings.

14.2 Severability: If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

14.3 Force Majeure: Neither party shall be liable for delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, telecommunication carrier failures, power grid disruptions, upstream cloud outages, pandemics, labor disputes, or government orders.

14.4 Non-Waiver: No failure or delay by JJ Coders in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise thereof.