lienguard.jurisdeed.com/legal/terms/v26.1 and incorporated by frozen-version reference into any LienGuard Order Form that cites it.
This text is not edited after publication; superseding terms are published under a new version number at a new URL. The Order Form controls over these Standard Terms in any conflict (§2.11).
JurisDeed, Inc., a Delaware corporation with its principal place of business in New Orleans, Louisiana ("JurisDeed"), is the sole contracting counterparty under this Agreement. JurisDeed provides the LienGuard subscription, monitoring, and transactional services described in Schedule A and, where the Order Form activates the Asset Liquidation module, the DeedWolf Asset Liquidation services described in the Schedule C Addendum. Where Client separately elects legal-enforcement services, those services are engaged directly between Client and Tax Deed Law Group, LLC d/b/a Tax Deed Legal ("TDLG"), a JurisDeed-affiliated law firm, under a separate engagement letter consistent with the Louisiana Rules of Professional Conduct; JurisDeed is not a party to, and does not direct, supervise, or share in the legal judgment exercised under, that engagement. No DeedWolf field- operations or auction-acquisition services are provided under this Agreement unless and until a corresponding Schedule is activated in a signed Order Form or written addendum.
JurisDeed and its affiliates may serve other investors who use the LienGuard platform, and JurisDeed owes Client no duty of exclusivity with respect to any client, market, or class of certificate; in the same capacity, however, JurisDeed will not share Client's portfolio data, monitored-lien
records, or confidential information with any other client and will maintain operational separation between client engagements. This provision is material.
This Agreement begins on the Effective Date set forth on the Order Form and continues for the initial term stated there (the "Initial Term"), and absent the stated initial term, for twelve (12) months. Upon expiration of the Initial Term, this Agreement automatically renews for successive twelve-(12)-month terms (each, a "Renewal Term"), unless either party gives written notice of non-renewal no later than sixty (60) days before the end of the then-current term. The price, billing, and renewal-notice mechanics in Sections 2.3 and 2.14 govern each Renewal Term, and any change to renewal pricing is subject to the advance-notice timing fixed in Section 2.14.
Either party may terminate this Agreement for material breach on thirty (30) days' written notice if the breach is not cured within that period. Either party may terminate for convenience on ninety (90) days' written notice, effective no earlier than the end of the then-current term. Termination does not affect any transactional Service already triggered or ordered before the termination effective date, nor — where the Schedule C Addendum is active — any DeedWolf liquidation engagement already underway, each of which continues to completion under its agreed fee structure. Sections designated in Section 2.13 (Survival) survive termination.
(a) Subscription fees — in advance. Subscription fees are billed in advance at the flat rate stated on the Order Form. The initial subscription payment is due on signature. Subsequent annual prepayments are invoiced in accordance with the renewal-notice timing in Section 2.14; monthly subscribers are billed on the first day of each calendar month.
(b) Transactional services — flat, billed when performed. Transactional Services are billed at the flat per-service rates set out in Schedule A, charged when the Service is triggered or ordered. There is no credit unit, credit balance, multiplier, or rebate mechanic; each transactional Service is invoiced in U.S. dollars at its stated flat rate, on the terms stated in Schedule A. Auto-triggered Services (including the Redemption Compliance Bundle under §A.3.1) are billed as a flat invoice on the trigger date, subject to the opt-out window stated in Schedule A.
(c) Late amounts. Late amounts accrue interest at 1.5% per month, or the maximum lawful rate, whichever is lower, from the due date until paid.
Transactional Services under this Agreement are billed directly in U.S. dollars at the flat rates stated in Schedule A, with no credit unit, no credit balance, and no purchased or rebated credit machinery. There are no platform credits to purchase, accrue, expire, rebate, or refund. Each transactional Service is a discrete dollar-denominated charge invoiced when the Service is performed, and the only prepaid amounts under this Agreement are the subscription fees addressed in Section 2.3(a). On termination, Client owes the flat charges for Services performed through the termination effective date and no others; no credit-balance reconciliation applies because none exists.
Each party will protect the other's confidential information using at least the same degree of care it uses to protect its own confidential information (and never less than a commercially reasonable standard), will use it solely as needed to perform this Agreement, and will return or destroy it on request after termination. JurisDeed may use de-identified, aggregated portfolio and market data for product analytics, benchmarking, and platform improvement; JurisDeed will not disclose Client- identifying information without Client's consent except as required by law. This Section is enumerated as a protected Section under Section 2.11 and survives termination under Section 2.13.
JurisDeed owns LienGuard and all related software, models, dashboards, templates, monitoring logic, and documentation, together with all intellectual property rights therein. Client receives a non- exclusive, non-transferable, non-sublicensable license to access and use LienGuard during the Term solely for Client's internal investment-management purposes. Data Client provides remains Client's property, subject only to the de-identified-aggregation license granted in Section 2.5. Nothing in this Agreement transfers ownership of any JurisDeed intellectual property to Client. This Section is enumerated as a protected Section under Section 2.11 and survives termination under Section 2.13.
JurisDeed provides title, compliance, monitoring, and related services. JurisDeed is not an investment adviser, broker-dealer, or fiduciary to Client, and provides no investment, legal, or tax advice. Any legal-enforcement services are provided to Client directly by TDLG under a separate engagement letter as described in Section 1.1, and JurisDeed neither directs nor supervises that legal judgment. Client retains exclusive authority over all investment decisions, asset allocation, and bidding parameters, and is solely responsible for its own independent investigation and decision- making. This Section is enumerated as a protected Section under Section 2.11 and survives termination under Section 2.13.
(a) Mutual authority. Each party represents that it has the full right, power, and authority to enter into and perform this Agreement.
(b) JurisDeed warranty. JurisDeed represents that LienGuard will perform materially as described in the then-current documentation, and that personnel performing the Services are qualified by training or experience to perform them.
(c) Client representations. Client represents that it is an accredited investor (and, if applicable, a qualified purchaser), and that the information it provides to JurisDeed is accurate in all material respects.
(d) No guaranteed outcomes; "as is." JurisDeed does not guarantee redemption rates, auction outcomes, or investment returns. Except for the express warranty in subpart (b), the Services are provided "as is," and all other warranties, express or implied — including implied warranties of merchantability and fitness for a particular purpose — are disclaimed to the fullest extent permitted by law.
(e) Liability cap. Except as provided in subpart (g), each party's aggregate liability arising out of or relating to this Agreement is capped at the total LienGuard subscription fees paid by Client in the twelve (12) months immediately preceding the event giving rise to the claim. This is the sole liability limb of the base Agreement. Where, and only where, the Schedule C Addendum (DeedWolf Asset Liquidation) has been activated under a signed Order Form, that Addendum supplements this cap by adding a second, independent limb equal to the Liquidation commissions paid by Client in the twelve (12) months immediately preceding the event; that second limb is established by the Schedule C Addendum and engaged through the supplementation carve-out in Section 2.11, and it does not reduce, merge with, or otherwise affect the subscription-fee limb stated in this subpart.
(f) No consequential damages. Neither party is liable for consequential, incidental, indirect, special, or punitive damages, or for lost profits, however caused and under any theory of liability, even if advised of the possibility.
(g) Carve-outs. The limitations in subparts (e) and (f) do not apply to liability arising from fraud, gross negligence, willful misconduct, breach of confidentiality obligations under Section 2.5, or a party's indemnification obligations under subpart (h).
(h) Indemnification. Each party will defend and indemnify the other against third-party claims to the extent arising from the indemnifying party's material breach of this Agreement, negligence, willful misconduct, or content or data it supplied.
This Agreement is governed by the laws of the State of Louisiana, without regard to its conflict-of-laws principles. The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives. Disputes not so resolved will be submitted to confidential mediation in Orleans Parish, Louisiana. Disputes not resolved in mediation will be finally resolved by binding arbitration in New Orleans, Louisiana, under the Commercial Arbitration Rules of the American Arbitration Association, except that either party may seek injunctive or other equitable relief in a
court of competent jurisdiction to protect its intellectual property or confidential information. This Section is enumerated as a protected Section under Section 2.11 and survives termination under Section 2.13.
Entire agreement. This Agreement — comprising the Order Form, the Schedules and any activated Addenda, and these Standard Terms — constitutes the entire agreement between the parties and supersedes all prior proposals, negotiations, and communications on the same subject matter. Amendments. Amendments must be in writing and signed by both parties, except that an email confirming an Order Form line item or Schedule election is sufficient where this Agreement expressly permits. Assignment. Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or in connection with a sale of substantially all of the assigning party's business or assets. Notices. Notices are given by email to the addresses on the Order Form, with overnight courier used for formal legal notices. Independent contractors. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship between them.
This Agreement is composed of the Order Form, the Schedules (including any activated Addenda), and these Standard Terms. In the event of a conflict among them, the documents control in the following order of precedence: (i) the Order Form; (ii) the Schedules; and (iii) these Standard Terms. Protective-clause carve-out (controlling). Notwithstanding the foregoing order of precedence, the following Standard Terms may not be modified, waived, limited, or overridden by any Order Form or Schedule, and any provision of an Order Form or Schedule that purports to do so is void to the extent of the conflict: Section 2.5 (Confidentiality and Data Use), Section 2.6 (Intellectual Property), Section 2.7 (Compliance and Independent Investment Decisions), Section 2.8 (Representations, Warranties, Liability, and Indemnification), and Section 2.9 (Governing Law and Disputes). An Order Form or Schedule may supplement these Sections where this Agreement expressly contemplates it — including by activating an additional liability-cap limb under Section 2.8 when the corresponding Schedule C Addendum is active — but may not reduce, disclaim, or supersede the protections they establish.
Neither party is liable for any failure or delay in performance (other than a payment obligation) to the extent caused by events beyond its reasonable control, including acts of God, natural disaster, fire, flood, hurricane, epidemic or pandemic, war, terrorism, civil unrest, labor disturbance, governmental action, court closure, or failure of utilities, telecommunications, or third-party hosting or data sources. The affected party will use commercially reasonable efforts to notify the other party and to resume performance promptly. If a force-majeure condition continues for more than sixty (60) consecutive days, either party may terminate this Agreement on written notice without liability for the excused non- performance.
The following provisions survive expiration or termination of this Agreement for any reason: Section 2.5 (Confidentiality and Data Use), Section 2.6 (Intellectual Property), Section 2.7 (Compliance and Independent Investment Decisions), Section 2.8 (Representations, Warranties, Liability, and Indemnification), and Section 2.9 (Governing Law and Disputes), together with any fees or other amounts accrued or payable as of the termination effective date and any provision that by its nature is intended to survive.
JurisDeed may change the subscription fees applicable to a Renewal Term, provided that JurisDeed delivers written notice of the renewal price and renewal invoice to Client no later than seventy-five (75) days before the end of the then-current term — that is, at least fifteen (15) days before Client's sixty-(60)-day non-renewal deadline under Section 2.1. Any renewal price-change notice delivered later than the seventy-five-(75)-day mark is not effective for the upcoming Renewal Term, and that Renewal Term instead renews at the then-current pricing. This timing guarantees that Client always receives notice of any renewal price change with enough time remaining to exercise its non- renewal right under Section 2.1 before that right expires.
All Schedules and Addenda referenced in this Agreement or in these Standard Terms are incorporated into this Agreement by reference and remain in full force and effect according to their terms regardless of whether they are physically attached to, printed with, or transmitted alongside the Order Form. The toggles, elections, and "Active / Available" designations on the Order Form determine which Services are active — that is, which Services JurisDeed is presently obligated to provide and for which Client is presently obligated to pay — and do not determine which terms exist or are in force. A Schedule or Addendum designated "Available," "Dormant," or "Informational," or left un-toggled on the Order Form, is not thereby deleted, excluded, or rendered inapplicable; its terms remain part of this Agreement and govern that Service if and when it is later activated in writing (email sufficient where this Agreement so permits), without further amendment. No protective provision of these Standard Terms — including Sections 2.5 through 2.9 — depends for its force on any Schedule being physically attached.
Part of the LienGuard Standard Terms v26.1.
Currency & method. All amounts are in U.S. dollars. Default payment is by ACH or wire to the account JurisDeed designates on the invoice or in writing. Card pass-through. Where JurisDeed accepts payment by credit or debit card, a card-processing surcharge of up to 3.0% of the charged amount is added as a pass-through. ACH/wire payments carry no surcharge.
Subscription billing. Subscription fees are billed per the Order Form cadence (OF-2). Annual subscriptions are prepaid at the amount due on signature (OF-4); monthly subscriptions are billed in advance each period.
Transactional billing. Transactional Services (Schedule A.3) and any active Schedule C commissions are invoiced as performed/earned and are due on the invoice terms stated thereon.
One money rail. All amounts owed to JurisDeed under this Agreement flow through this single payment rail. There is no Engagement Deposit, no Auction Advance, and no credit-balance or rebate mechanic.
Late amounts. Past-due amounts accrue interest at 1.5% per month (or the maximum lawful rate, whichever is lower) per Standard Terms §2.3(c). Renewal price and invoice timing is governed by §2.14.
This section renders only if the TDLG Referral toggle is ON in OF-3. If TDLG is not activated,
When the TDLG Referral is active, the parties confirm for the avoidance of doubt that TDLG legal fees are NOT billed through this Payment Exhibit or any JurisDeed invoice. Client pays TDLG directly under TDLG's own engagement letter; JurisDeed is not in the payment chain for TDLG legal work, collects no portion of TDLG's fees, and applies no markup. This PAY-2 line is a pointer only and creates no payment obligation to JurisDeed.