This Business Development Build-Out Terms of Service agreement (“Agreement,” “Terms”) is entered into between Blue Diamond Development Inc., a Wyoming corporation with offices at Cheyenne, Wyoming (“BDDI,” “Company,” “we,” “our,” or “us”), and the individual or entity that purchases, registers for, or otherwise engages BDDI for any Build-Out Service (“Client,” “you,” or “your”). By placing an order for any Build-Out Package, signing a Statement of Work, transmitting payment, or otherwise indicating assent, Client agrees to be bound by every provision below.

1. Acceptance of Terms

These Terms constitute a binding contract. Acceptance occurs upon the earliest of: (a) Client’s electronic signature on a BDDI order form, Statement of Work, or engagement letter; (b) Client’s transmission of any deposit, milestone payment, or full payment for a Build-Out Package; (c) Client’s submission of a written or electronic instruction directing BDDI to commence work; or (d) Client’s continued use of any deliverable supplied under a Build-Out Package after receipt.

If Client does not agree with any provision of this Agreement, Client must not place an order, submit payment, or accept any deliverable. Any modification to these Terms requested by Client must be agreed to in a separate written addendum signed by an authorized officer of BDDI. Email correspondence, marketing material, sales call statements, and verbal commitments do not modify these Terms.

Client represents that the individual accepting these Terms is at least eighteen (18) years of age and has full legal authority to bind the entity on whose behalf the order is placed. Where Client is a business entity, the signing individual warrants that they are a duly authorized officer, manager, or member with binding authority under the entity’s governing documents.

2. Definitions

The following terms have the meanings assigned below whenever capitalized in this Agreement:

• “Build-Out Services” means the consulting, documentation preparation, vendor referral, compliance checklist, project coordination, and advisory deliverables described in Section 3 and itemized within the applicable Statement of Work.
• “100-Point Compliance Framework” means BDDI’s proprietary internal checklist used to evaluate operational, regulatory, financial, and structural readiness across one hundred (100) discrete checkpoints. The Framework is a planning instrument; it is not a regulatory certification, audit opinion, legal opinion, or guarantee of compliance with any law, code, ordinance, or regulation.
• “Client” means the natural person or legal entity engaging BDDI under this Agreement, including officers, directors, members, managers, employees, agents, and authorized representatives.
• “Deliverables” means written reports, checklists, draft documents, vendor referral lists, project schedules, compliance summaries, and other materials BDDI tenders to Client under a Statement of Work.
• “Third-Party Approvals” means any consent, license, permit, registration, certification, accreditation, account opening, underwriting decision, or contractual acceptance issued by any party other than BDDI, including but not limited to government agencies, state and federal regulators, banks and financial institutions, payment processors, insurers, sureties, landlords, franchisors, vendors, contractors, software providers, and licensing boards.
• “Jurisdiction” means any United States state, the District of Columbia, Puerto Rico, the United States Virgin Islands, Guam, American Samoa, the Northern Mariana Islands, and the federal sovereign of the United States, together with the political subdivisions, agencies, and instrumentalities of each.
• “Statement of Work” or “SOW” means a written engagement document referencing this Agreement and identifying the selected Build-Out Package, scope of Deliverables, milestone schedule, fees, and payment terms.
• “Effective Date” means the date Client signs the SOW or transmits the initial deposit, whichever occurs first.
• “Confidential Information” has the meaning set forth in Section 12.

3. Description of Build-Out Services

BDDI provides business development consulting and operational build-out advisory services. Services include written guidance, document preparation, project coordination, vendor referrals, and compliance checklists organized around the 100-Point Compliance Framework. The specific scope of any engagement is governed by the Statement of Work and the selected Build-Out Package described in Section 4.

BDDI’s Build-Out Services include guidance, documentation preparation, vendor referrals, and compliance checklists. BDDI does not file documents on behalf of Client unless explicitly authorized in writing. Where Client requests filing on its behalf, a separate written authorization must be executed identifying the document, agency, fees, and limits of BDDI’s authority. Any such authorization is revocable in writing at any time.

Build-Out Services do not include: (a) the practice of law in any jurisdiction; (b) the practice of public accountancy, audit attestation, or tax return preparation; (c) the offer or sale of securities; (d) registered investment advisory services; (e) the brokerage of insurance, real estate, or financial products; (f) the issuance of opinions on matters reserved to licensed professionals; or (g) the performance of construction, electrical, plumbing, or other trade work requiring a contractor license.

4. Service Packages and Pricing

BDDI offers three (3) standard Build-Out Packages. The selected package, scope inclusions, and any add-on services are listed in Client’s Statement of Work. Pricing is in United States Dollars and applies to engagements commenced during the term published on BDDI’s website at the time of order. BDDI reserves the right to revise package pricing prospectively; existing engagements honor the price stated in the executed SOW.

Add-on services, additional jurisdictions, expedited timelines, and out-of-scope work are billed at BDDI’s then-published consulting rates. Estimates for add-on work are provided in writing and require Client written approval before commencement.

5. Payment Terms

Unless otherwise stated in the Statement of Work, payment terms are as follows:

• Deposit: Fifty percent (50%) of the package fee is due upon SOW execution. BDDI does not commence work until the deposit clears.
• Milestone Payment: The remaining balance is due upon delivery of the primary written bundle, or as otherwise scheduled in the SOW.
• Net Terms: Invoices for add-on services are payable Net 30 from invoice date.
• Late Fees: Past-due balances accrue a late charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the due date until paid in full.
• Returned Payments: A returned check, ACH return, or reversed electronic payment incurs a $50 processing fee plus any bank charges.
• Chargebacks: Client agrees to contact BDDI in writing before initiating any chargeback. Chargebacks initiated without first attempting written resolution constitute a material breach. Client remains liable for the disputed amount, the chargeback processing fee assessed by the card network, and reasonable collection costs.
• Suspension for Non-Payment: BDDI may suspend work, withhold Deliverables, and pause communications when an invoice is more than fifteen (15) days past due.
• Taxes: Fees are exclusive of sales, use, value-added, or similar taxes. Where applicable, such taxes are billed in addition to the package fee and are the responsibility of Client.

6. Compliance Scope and Limits

The 100-Point Compliance Framework is a planning and triage tool. It identifies operational checkpoints across structure, registration, banking, insurance, vendor relationships, and continuing obligations. The Framework is not a substitute for legal opinion, accounting opinion, or licensed professional review.

Client acknowledges that:

• BDDI cannot compel any third party to act, approve, deny, or respond on any timeline.
• Filing fees, application fees, surety bond premiums, deposit requirements, and similar third-party charges are the obligation of Client and are not included in any Build-Out Package fee.
• A third-party denial, delay, or change of policy is not a defect in BDDI Deliverables and does not constitute a breach by BDDI.
• Where a third party requires Client information, certifications, attestations, or signatures, Client is solely responsible for the accuracy and completeness of that information.

7. Multi-Jurisdiction Compliance

BDDI provides Build-Out Services to clients located in, or doing business across, all fifty (50) United States, the District of Columbia, Puerto Rico, and other U.S. territories. Compliance recommendations are provided across all United States jurisdictions where Blue Diamond Development Inc. provides services. Final filing, fees, registrations, and continuing compliance obligations remain the responsibility of Client.

Each Jurisdiction maintains its own statutes, regulations, fee schedules, filing windows, and continuing reporting obligations. BDDI’s compliance summaries describe general requirements as of the date of preparation; they do not constitute a representation that the law will remain unchanged or that the specific facts of Client’s operation match every assumption used. Client is responsible for monitoring legal changes after delivery.

Where Client operates in more than one Jurisdiction, Client must disclose all states and territories of operation at intake. Undisclosed jurisdictions are out of scope. BDDI provides multi-jurisdiction summaries within the Enterprise Build-Out Package up to the limit stated in the SOW; additional jurisdictions are billed as add-ons.

8. Client Responsibilities

Client agrees to:

• Provide accurate, current, and complete information at intake and throughout the engagement.
• Sign all filings, certifications, and authorizations in Client’s own name where required.
• Respond to BDDI requests within five (5) business days. Engagements paused for Client non-response beyond fifteen (15) business days may be closed without refund of completed work.
• Pay all state, federal, and third-party filing fees, license fees, surety bond premiums, registered agent fees, and similar charges directly to the applicable third party.
• Supply requested supporting documents, including identification, formation documents, prior filings, financial statements, and other records reasonably necessary to perform the Build-Out Services.
• Notify BDDI promptly of any change in business name, ownership, address, jurisdiction of operation, or scope.
• Maintain its own books, records, tax filings, payroll, and licensing. BDDI does not assume any continuing compliance role unless engaged under a separate written services agreement.

9. No Legal, Tax, CPA, or Investment Advice

BDDI is a business development consulting firm. BDDI is not a law firm, certified public accounting firm, registered investment advisor, broker-dealer, or licensed insurance producer. Nothing in this Agreement creates a fiduciary, attorney-client, accountant-client, or licensed-investment-advisor relationship. Communications with BDDI are not protected by attorney-client privilege.

Information provided by BDDI, including written Deliverables and the 100-Point Compliance Framework, is general consulting information. It does not constitute legal advice, tax advice, accounting advice, audit attestation, securities advice, or insurance advice. Client is encouraged to engage independent licensed professionals for any matter requiring such advice. Client retains sole responsibility for the legal, tax, accounting, and regulatory consequences of decisions made in reliance on BDDI Deliverables.

10. No Guarantee of Approval, Licensing, Banking, Insurance, Funding, or Outcome

Client acknowledges that business outcomes depend on Client execution. BDDI makes no representations or warranties as to revenue, profit, customer acquisition, regulatory approval, or any other outcome. Specifically and without limitation, BDDI does not guarantee that Client will:

• Receive any business license, permit, registration, certification, or accreditation.
• Be approved for any bank account, merchant account, payment processor, ACH provider, or financial instrument.
• Be issued any insurance policy, surety bond, or coverage at any specific premium or limit.
• Receive any loan, grant, line of credit, investment, or capital commitment.
• Achieve any revenue, profit, customer count, or market share target.
• Pass any regulatory examination, audit, or inspection.

BDDI’s role is advisory. Client is the operator of the business. Outcomes flow from Client’s own performance, the actions of third parties, market conditions, regulatory posture, and other factors outside BDDI’s control.

11. Third-Party Service Providers

As part of Build-Out Services, BDDI may refer Client to third-party providers, including registered agents, banks, payment processors, insurers, software platforms, contractors, attorneys, accountants, marketing firms, and similar vendors. All such referrals are informational. BDDI does not employ, supervise, or warrant the work of any third party.

Client engages third-party providers under separate contracts directly with those providers. BDDI is not a party to those contracts and bears no liability for fees charged, work performed, or actions taken by any third party. BDDI may receive a referral fee, commission, or marketing payment from certain third-party providers. Where BDDI has a material referral relationship, that relationship is disclosed in the SOW or referral document.

12. Confidentiality and NDA Terms

“Confidential Information” means any non-public business, financial, operational, technical, or strategic information disclosed by one party to the other in connection with this Agreement, whether marked confidential or reasonably understood to be confidential under the circumstances. Confidential Information includes Client formation documents, financial statements, customer lists, product plans, and compliance records, and BDDI proprietary methodologies, including the 100-Point Compliance Framework, templates, and pricing methodologies.

Each party agrees to: (a) hold Confidential Information of the other party in strict confidence; (b) use such information solely to perform under this Agreement; (c) limit access to those personnel and contractors with a need to know; and (d) protect such information using at least the same care it uses for its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully known to the receiving party before disclosure; (iii) is rightfully obtained from a third party without confidentiality obligation; or (iv) is independently developed without reference to the disclosing party’s information. Disclosure required by court order or regulatory process is permitted, provided the receiving party gives prompt notice and cooperates with any protective measures.

The confidentiality obligations of this Section survive termination for a period of three (3) years, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

13. Intellectual Property

All BDDI methodologies, templates, the 100-Point Compliance Framework, software, training material, marketing material, and pre-existing intellectual property remain the sole property of BDDI. Upon full payment of fees due under an SOW, BDDI grants Client a non-exclusive, non-transferable, revocable license to use the written Deliverables for Client’s own internal business purposes.

Client may not: (a) resell, sublicense, publish, or distribute Deliverables to any third party; (b) create derivative consulting products, training programs, or competing methodologies based on Deliverables; (c) remove proprietary notices; or (d) use BDDI trademarks without prior written consent.

Client retains ownership of Client-supplied content, including formation documents, financial records, and operational data. Client grants BDDI a limited license to use Client-supplied content for the purpose of performing Build-Out Services and producing Deliverables.

14. Data Privacy and Information Handling

BDDI handles Client information in accordance with the BDDI Privacy Policy posted on the website. Client information may be stored on cloud platforms, transmitted over public networks, and processed by BDDI personnel and authorized contractors located in the United States. Where Client provides personal information of third parties (such as employees or beneficial owners), Client warrants that it has the legal right to share that information with BDDI.

BDDI maintains administrative, technical, and physical safeguards designed to protect Client information against unauthorized access, disclosure, alteration, and destruction. No system is fully secure. BDDI does not guarantee that information transmitted over the internet or stored on third-party platforms will be free from unauthorized access. Client agrees that BDDI’s liability for any data incident is governed by Section 15.

15. Limitation of Liability

To the maximum extent permitted by applicable law:

• BDDI’s aggregate liability arising out of or related to this Agreement, regardless of the form of action (contract, tort, statute, or otherwise), is capped at the total fees actually paid by Client to BDDI under the SOW giving rise to the claim during the twelve (12) months preceding the event.
• BDDI is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost opportunity, lost business, lost goodwill, regulatory fines, third-party fees, or cost of substitute services, even if advised of the possibility of such damages.
• BDDI is not liable for damages caused by: (i) Client’s failure to provide accurate or timely information; (ii) Client’s reliance on Deliverables without independent professional review; (iii) acts or omissions of any third party; or (iv) events of force majeure.

The limitations of this Section reflect the bargained-for allocation of risk between the parties and apply notwithstanding any failure of essential purpose of any limited remedy.

16. Indemnification

Client agrees to defend, indemnify, and hold harmless BDDI, its officers, directors, employees, contractors, and affiliates from any third-party claim, demand, action, suit, proceeding, loss, liability, damage, fine, judgment, settlement, or expense (including reasonable attorneys’ fees) arising from or related to: (a) Client’s operation of its business; (b) Client’s use of Deliverables; (c) Client’s breach of this Agreement; (d) Client’s violation of any law, regulation, or third-party right; (e) inaccuracies or omissions in information Client provided to BDDI; or (f) any contract Client enters with a third party.

BDDI agrees to defend, indemnify, and hold harmless Client from any third-party claim arising out of BDDI’s gross negligence or willful misconduct in performing the Build-Out Services, subject to the limitations in Section 15.

17. Insurance Requirements

BDDI maintains general liability insurance and professional liability (errors and omissions) insurance at commercially reasonable limits. Certificates of insurance are available on written request. BDDI does not name Client as additional insured unless agreed in a separate written endorsement. Where applicable law or a Client requirement demands a specific endorsement, the cost of that endorsement is borne by Client.

Client is recommended to maintain general liability insurance, professional liability insurance where applicable to its trade, workers compensation where required by law, cyber liability insurance, and any coverage required by license, permit, or contract. Failure to maintain insurance is at Client’s sole risk and is not a basis for any claim against BDDI.

18. Force Majeure

Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of God, natural disaster, severe weather, fire, flood, earthquake, pandemic or epidemic, public health emergency, war, terrorism, civil unrest, riot, strike, labor dispute, supply chain failure, utility outage, internet outage, governmental action or restriction, embargo, or change of law. The affected party will give prompt notice and use commercially reasonable efforts to resume performance. Time periods for performance are extended for the duration of the force majeure event. If the event continues for more than ninety (90) consecutive days, either party may terminate the affected SOW on written notice.

19. Cancellation, Refunds, and Termination

Client may cancel an unstarted SOW within seventy-two (72) hours of execution for a full refund of the deposit, less any third-party fees already incurred on Client’s behalf. After seventy-two (72) hours, refunds are governed as follows:

• Pre-Kickoff Cancellation (after 72 hours, before kickoff call): Refund of deposit less a $500 administrative fee.
• Post-Kickoff, Pre-Delivery: Refund of any portion of the deposit attributable to work not yet performed. BDDI retains earned fees calculated by reference to the percentage of Deliverables produced, in BDDI’s reasonable business judgment.
• Post-Delivery: No refund. Final balance remains due. Deliverables already tendered are not returned.

BDDI may terminate the SOW immediately on written notice if Client: (a) fails to pay any amount when due and the failure continues for ten (10) days after written notice; (b) materially breaches this Agreement and fails to cure within fifteen (15) days after written notice; (c) becomes insolvent, files or has filed against it a bankruptcy petition, or makes an assignment for the benefit of creditors; (d) engages in fraud, illegal conduct, or directs BDDI to assist with conduct BDDI reasonably determines to be illegal or unethical.

On termination, accrued payment obligations survive. Each party returns or destroys the other party’s Confidential Information, except as required for legal recordkeeping.

20. Dispute Resolution

The parties first attempt in good faith to resolve any dispute through direct written negotiation for thirty (30) days. If the dispute remains unresolved, the parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect.

The arbitration will be conducted by a single arbitrator. The seat and venue of the arbitration is Cheyenne, Wyoming. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that any part of this Agreement is void or voidable. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Each party bears its own attorneys’ fees and costs, and the parties share equally the AAA filing and arbitrator fees, except as the arbitrator may award reallocation in the final award.

Notwithstanding the foregoing, either party may seek temporary injunctive relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information pending the outcome of arbitration. Small-claims-court actions for amounts within the small-claims limit of the venue are exempt from this arbitration clause and may be filed in the small-claims court of either party’s principal place of business.

21. Class Action Waiver

To the maximum extent permitted by applicable law, the parties agree that any dispute will be brought in the parties’ individual capacities and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action. The arbitrator may not consolidate the claims of more than one Client or preside over any form of representative or class proceeding. If a court of competent jurisdiction holds this class action waiver unenforceable, the unenforceable portion is severed and the remainder of the dispute resolution provisions remain in full effect.

22. Choice of Law

This Agreement is governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Where mandatory consumer protection law of Client’s home jurisdiction provides rights that cannot be waived by contract, those mandatory rights apply notwithstanding this choice of law clause.

23. Severability

If any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable, that provision is modified to the minimum extent necessary to render it valid, legal, and enforceable. If modification is not possible, the provision is severed. The remaining provisions remain in full effect.

24. Entire Agreement

This Agreement, together with the executed Statement of Work, the BDDI Privacy Policy, the BDDI Terms of Service, and any written addenda signed by both parties, constitutes the entire agreement between the parties on the subject matter and supersedes all prior or contemporaneous proposals, marketing material, sales statements, emails, and oral communications. Standard purchase order forms, click-through terms supplied by Client, and similar documents do not modify this Agreement.

25. Notice Requirements

Notices to BDDI must be in writing and delivered to: Blue Diamond Development Inc., Cheyenne, Wyoming, with a copy to legal@bluediamonddevelopinc.com. Notices to Client are delivered to the email address and physical address Client provided at intake. Notice is effective: (a) upon personal delivery; (b) one business day after deposit with a nationally recognized overnight courier; (c) three business days after deposit in the U.S. Mail, postage prepaid, certified or registered, return receipt requested; or (d) on the next business day after transmission by email with confirmation of receipt.

26. Modifications and Updates

BDDI may update these Terms from time to time. The current version is posted on BDDI’s website with an “Effective Date” header. Material changes are posted at least thirty (30) days before they take effect. Continued use of BDDI services after the effective date of an update constitutes acceptance of the updated Terms. For active SOWs, updates apply prospectively only and do not alter pricing, scope, or refund rights for work already in progress.

27. Survival

Provisions that by their nature should survive termination of this Agreement do survive, including Sections 5 (payment obligations accrued before termination), 9 (no advice), 10 (no guarantee), 12 (confidentiality), 13 (intellectual property), 14 (data privacy), 15 (limitation of liability), 16 (indemnification), 20 (dispute resolution), 21 (class action waiver), 22 (choice of law), 23 (severability), 24 (entire agreement), 25 (notice), and 27 (survival).

28. Assignment

Client may not assign or transfer this Agreement, by operation of law or otherwise, without BDDI’s prior written consent. Any purported assignment without consent is void. BDDI may assign this Agreement to an affiliate, to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, on written notice to Client. This Agreement binds and benefits the parties and their permitted successors and assigns.

29. Waiver

No waiver of any provision of this Agreement is effective unless in writing and signed by the waiving party. A waiver of any breach is not a waiver of any subsequent breach. A delay or failure to exercise any right or remedy is not a waiver of that right or remedy.

30. Governing Language

The governing language of this Agreement is English. Any translation provided is for convenience only. In the event of any conflict between the English version and any translated version, the English version controls.

31. Acknowledgment and Acceptance

By signing the Statement of Work, transmitting payment, or otherwise indicating assent, Client acknowledges that Client has read this Agreement, has had the opportunity to consult with independent legal counsel, understands the terms, and agrees to be bound. Client further acknowledges that the limitations of liability, the indemnification, the arbitration clause, the class action waiver, and the choice of law provisions are material to BDDI’s willingness to provide Build-Out Services at the published price points and that these provisions reflect a bargained-for allocation of risk.