Master Client Services Agreement

Contracting Entity and Trading Name

The contracting party under this Agreement is WINGUARDIAN.NET LLC, a limited liability company organised under the laws of the State of California, United States, California Secretary of State entity number 202201110795 ('WinGuardian.net LLC', 'we', 'us', or 'our'). WINGUARDIAN.NET LLC operates more than one line of business. Its software engineering, artificial intelligence, and technology consulting practice is conducted under the trading name 'WinGuardian.net', which is a brand and trading name of WINGUARDIAN.NET LLC and not a separate legal entity. Any reference in this Agreement, on our website, or in any marketing material to 'WinGuardian.net' means WINGUARDIAN.NET LLC. All rights, obligations, and liabilities described in this Agreement are held and owed by WINGUARDIAN.NET LLC.

Notices. Notices to us under this Agreement may be given by United States certified mail, return receipt requested, to WINGUARDIAN.NET LLC, 6816 Katella Ave #1026, Cypress, CA 90630, United States, or by email to legal@winguardian.net. Postal notices are deemed received three (3) business days after mailing; email notices are deemed received on the next business day after transmission. The address above is our designated address for contractual notices only. It is not an address for service of process; service of process must be made on our registered agent for service of process as shown on the current records of the California Secretary of State.

1. Purpose and Scope

This Master Client Services Agreement ('Agreement') governs the provision of technology consulting, software development, and AI integration services by WINGUARDIAN.NET LLC ('Provider') to the Client. This Agreement serves as the framework for all specific Statements of Work (SOWs) or Retainer Agreements entered into between the parties.

2. Engagement Models

2.1 Project-Based Engagements (SOWs)

Specific projects with defined deliverables, timelines, and costs will be detailed in a Statement of Work (SOW). Each SOW is subject to the terms of this Agreement but may specify unique acceptance criteria and payment milestones.

2.2 'Guardian Shield' Retainer Agreements

Ongoing advisory, architectural guidance, and priority support services are provided under the 'Guardian Shield' model. This model ensures continuous access to WINGUARDIAN.NET LLC expertise for a fixed monthly fee, as defined in a separate Retainer Addendum. Unused hours do not roll over unless explicitly stated.

3. Intellectual Property Rights

3.1 Client Ownership

Upon full payment of all applicable fees, the Client shall own all right, title, and interest in and to the custom deliverables ('Custom IP') created specifically for the Client under an SOW.

3.2 Provider Background IP

WINGUARDIAN.NET LLC retains all rights to its pre-existing proprietary frameworks, code libraries, AI models, and tools ('Background IP'). The Client is granted a perpetual, non-exclusive, non-transferable license to use such Background IP solely as integrated into the Deliverables.

4. Data Sovereignty & AI Ethics

4.1 Data Protection & Sovereignty

WINGUARDIAN.NET LLC adheres to a strict Data Sovereignty policy. Client Data will never be used to train, fine-tune, or improve public or foundational AI models (e.g., GPT-4, Claude, Gemini) without explicit, written consent. All Client Data remains the exclusive property of the Client and is processed solely for the purpose of fulfilling the Agreement.

4.2 Ethical AI Commitment

We are committed to the development of Ethical AI systems. WINGUARDIAN.NET LLC designs systems with bias mitigation strategies, transparency mechanisms, and mandatory human-in-the-loop oversight for critical decision-making processes. We do not build systems intended for surveillance or rights-infringing activities.

5. Confidentiality

Both parties agree to hold all proprietary and confidential information of the other party in strict confidence, using the same degree of care they use to protect their own similar information, but not less than reasonable care.

6. Warranties and Disclaimers

WINGUARDIAN.NET LLC warrants that services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

7. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. WINGUARDIAN.NET LLC'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THE APPLICABLE SOW OR RETAINER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in California.