DJ Terms of Service — v0 Draft

⚠️ DRAFT v0 — UNREVIEWED. DO NOT USE OPERATIONALLY. PENDING ATTORNEY REVIEW.

This document is a starting-point draft prepared for the pre-build attorney consultation (see `docs/legal/attorney-consult-brief.md` Q6). It is not legally binding and must not be presented to any DJ until a Texas-barred attorney has reviewed, redlined, and signed off on the language.

Specific provisions flagged with `[ATTORNEY REVIEW]` are areas the platform operator (Danny Wilson, Blender Holdings LLC) has questions about or is uncertain on. The attorney should treat the whole document as open to revision, not just flagged sections.

Document: DJ Terms of Service Version: v0 (DRAFT) Effective Date: TBD (will populate at sign-off) Operator: Blender Holdings LLC, a Texas limited liability company ("DJGO," "we," "us," "our") Counterparty: The DJ accepting these Terms ("you," "your," "DJ")

1. What DJGO Is and Is Not

1.1 What DJGO is. DJGO is a software platform that helps bar and restaurant venues book DJs for live performances, track gig completion, route payments from those venues to those DJs, and handle related tax reporting. Operating entity: Blender Holdings LLC, a Texas limited liability company with its principal place of business in Texas.

1.2 What DJGO is not.

• DJGO is not your employer. You are an independent contractor, as described in Section 2 below.
• DJGO is not a venue. Venues are independent businesses that book you separately. Your performance agreement is between you and each venue, not between you and DJGO.
• DJGO is not a money transmitter. Payments are processed by Stripe, Inc., a regulated payment processor. DJGO does not hold, custody, or have signing authority over any funds owed to you. Funds flow directly from each venue's payment account, through Stripe, to your payout account.
• DJGO is not a booking agent. We do not negotiate fees on your behalf, do not represent you to venues, and do not take a commission from your gig pay.

`[ATTORNEY REVIEW]` Confirm this framing language adequately establishes the platform/contractor relationship under Texas law and IRS classification guidance.

2. Independent Contractor Relationship

2.1 Status. You are an independent contractor with respect to any venue that books you through the platform. You are not an employee, agent, partner, joint venturer, or representative of DJGO, Blender Holdings LLC, or any venue. Nothing in these Terms creates an employment, agency, partnership, or joint-venture relationship between you and DJGO.

2.2 Tax responsibility. You are solely responsible for:

• Reporting all gig income to the Internal Revenue Service and to any applicable state or local tax authority.
• Paying all federal, state, and local taxes on that income, including self-employment tax (FICA).
• Maintaining any business licenses, professional certifications, or sales-tax registrations applicable to your work.

DJGO (via Stripe Connect Tax Reporting) will issue you an IRS Form 1099-NEC each calendar year if your total payments through the platform meet or exceed the federal threshold ($600/year as of the date these Terms are drafted; the threshold may change). The 1099 is informational; your tax liability exists regardless of whether a 1099 is issued.

2.3 Benefits. DJGO does not provide and you are not eligible for any employee benefit from DJGO, including health insurance, retirement contributions, workers' compensation, unemployment insurance, paid time off, or any other employee benefit. You should secure your own insurance coverage as you deem appropriate.

2.4 Equipment and method. You provide your own equipment (turntables, controllers, headphones, etc.) or arrange your own rental. You decide what music to play, how to mix it, and how to run your set, subject only to the venue's own ground rules established directly between you and the venue.

2.5 Multiple engagements. You are free to perform at venues outside the DJGO platform, accept gigs from any source, and pursue any other business or employment. DJGO claims no exclusivity over your services.

`[ATTORNEY REVIEW]` Sections 2.1–2.5 cover the standard IRS 20-factor and TWC contractor-classification factors. Confirm completeness; consider whether any factors should be made more explicit.

3. Using the Platform

3.1 Eligibility. You must be at least 18 years old, legally permitted to work in the United States, and able to enter binding contracts under the laws of your state of residence to use DJGO.

3.2 Account. You will create an account by completing the onboarding flow, which includes a Stripe Connect Express onboarding step. Stripe will collect identifying information (legal name, date of birth, Social Security Number or ITIN, address, bank account details for payouts) directly from you; DJGO does not receive or store that sensitive information. You agree to provide accurate information and to keep it updated.

3.3 Authentication. Day-to-day platform access uses email and password authentication. You are responsible for keeping your password confidential and for the security of the email account associated with your DJGO account. Notify us immediately if you suspect unauthorized access.

3.4 Acceptable use. You agree not to:

• Use the platform for any unlawful purpose.
• Attempt to access another DJ's account, a venue's account, or any administrative account.
• Reverse-engineer, scrape, or systematically collect data from the platform beyond what your normal use produces.
• Misrepresent your identity, credentials, or relationship to any venue.
• Interfere with the platform's operation, including by introducing malware, attempting denial-of-service attacks, or probing for vulnerabilities outside of any disclosed bug-bounty process.

4. How Payments Work

4.1 The payment relationship. Each venue that books you is independently responsible for paying you for the gigs you perform at that venue. The fee for each gig is established between you and that venue. DJGO provides the software that helps the venue track which DJs played, when, for how long, and at what agreed fee, and then helps the venue trigger payment to you via Stripe.

4.2 Payment timing. Payments are typically processed on a weekly cadence. A typical batch covers gigs from the prior calendar week and is initiated by the venue manager on Monday or Tuesday of the following week. Once the batch is initiated, Stripe transfers the amount to your Connected Account, and your funds become available on Stripe's standard payout schedule (typically 2 business days for standard ACH, or instantly via Stripe's optional Instant Payout feature for a small fee charged by Stripe).

4.3 Payment disputes. If you believe a payment is incorrect — wrong amount, missing gig, double-pay, or any other error — you should:

• First, contact the venue manager directly. The venue is the source of truth on whether a gig occurred and what fee was agreed.
• If the venue manager cannot resolve the dispute, contact DJGO at `support@djgo.app`. We will produce the platform's audit log for that gig and help mediate, but we do not have unilateral authority to change a payment amount established between you and the venue.
• For Stripe-side issues (your bank account not receiving a transfer Stripe says was sent), contact Stripe support directly through your Stripe Express dashboard.

4.4 Reversals and clawbacks. Once a payment has been transferred to your Stripe Connected Account, the funds belong to you. A venue cannot unilaterally claw back a payment after the transfer is complete. If a venue claims an error after disbursement, the venue must negotiate any refund with you directly, and any agreement to return funds is voluntary on your part.

4.5 Platform fees from you. DJGO does not charge you a fee, commission, or take any percentage of your gig pay. The full amount agreed between you and the venue is paid to your Stripe Connected Account, minus only any payout fees Stripe charges you directly (e.g., the Stripe Instant Payout fee if you opt in).

`[ATTORNEY REVIEW]` Section 4.4 (no clawback after transfer): confirm this provision is enforceable and that we are not inadvertently creating an obligation to reverse transfers we don't actually control.

5. Cancellation, No-Show, and Gig Changes

5.1 Cancellation by you. If you cannot perform a gig you have accepted, notify the venue manager and DJGO as soon as possible — at minimum 48 hours before the gig start time when reasonably possible. The platform does not impose a cancellation penalty, but excessive cancellations may affect your future booking prospects with that venue or others.

5.2 Cancellation by the venue. If a venue cancels a gig you have accepted with less than 24 hours' notice, the venue may, at its discretion, pay you a cancellation fee. Any such fee is established between you and the venue; DJGO does not enforce a mandatory cancellation fee.

5.3 No-show. Failing to appear for a confirmed gig without advance notice may result in your account being suspended or terminated. The venue retains the right to refuse to book you for future gigs.

5.4 Gig adjustments after the night. If a gig's actual run time, performance, or fee differs from what was originally booked (you played a longer set, the venue requested a shorter set, an agreed bonus, etc.), the venue manager will adjust the gig record in the platform. You have a 3-day window from when the gig is marked complete to flag any errors before the weekly payment batch is processed.

6. Intellectual Property

6.1 Your performance. You retain all rights to your DJ name, mixes, recordings (if any), and personal branding. Booking a gig through DJGO does not transfer any of those rights to DJGO or to any venue.

6.2 Music licensing. You are responsible for ensuring that any music you play is properly licensed for the venue context. Most bars and restaurants in Texas hold blanket licenses through ASCAP, BMI, SESAC, and/or GMR for music played on premises; you should confirm the venue's licensing posture if you plan to play any material whose licensing is unusual. DJGO does not provide music licensing.

6.3 Platform IP. DJGO's software, brand, logos, and content are owned by Blender Holdings LLC. You may use the platform under these Terms but acquire no ownership interest in the platform itself.

`[ATTORNEY REVIEW]` Music licensing language (Section 6.2): confirm this allocation of responsibility is appropriate and that we are not inadvertently undertaking a duty to police licensing.

7. Privacy

DJGO collects and uses personal information about you to operate the platform. Our practices are described in the DJGO Privacy Policy at `https://djgo.app/privacy` (URL to be finalized). Key points:

• We collect your name, contact information, role data, and links to your Stripe Connected Account. We do not collect or store your Social Security Number, date of birth, or bank account details — those are held by Stripe.
• We do not sell your personal information.
• You have rights under the Texas Data Privacy and Security Act (TDPSA), including the right to access, correct, delete, and obtain a copy of your data, subject to legal record-retention obligations (e.g., we retain transaction records for 7 years for tax purposes).
• To exercise these rights, email `privacy@djgo.app`.

8. Disclaimers and Limitation of Liability

8.1 No warranty. The platform is provided "as is" and "as available." To the maximum extent permitted by Texas law, DJGO disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

8.2 Platform availability. We make reasonable efforts to keep the platform available but do not guarantee uninterrupted access. Scheduled maintenance, software defects, third-party outages (Stripe, the venue's bank, internet service providers), and force-majeure events may affect availability. If a platform outage prevents a venue from triggering a scheduled payment to you, the venue remains obligated to pay you and may do so by alternate means while we resolve the issue.

8.3 Limitation of liability. To the maximum extent permitted by Texas law, in no event will DJGO's aggregate liability to you under these Terms exceed the greater of (a) one hundred dollars ($100) or (b) the total amount of fees DJGO has charged you in the twelve (12) months preceding the event giving rise to the claim. (Note: as of v0 of these Terms, DJGO charges DJs no fees, so this cap reduces to $100 in practice.)

8.4 Indirect damages. In no event will DJGO be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost data, or business interruption, even if we have been advised of the possibility of such damages.

8.5 Carve-outs. The limitations in this Section 8 do not apply to (a) gross negligence or willful misconduct, (b) liability that cannot be limited under applicable Texas law, or (c) the indemnification obligations in Section 9.

`[ATTORNEY REVIEW]` $100 floor in 8.3 is a placeholder. Confirm whether this is enforceable in Texas, whether a higher floor is advisable, and whether the carve-outs in 8.5 are sufficient.

9. Indemnification

9.1 Your indemnification of DJGO. You agree to defend, indemnify, and hold harmless Blender Holdings LLC, DJGO, and their officers, members, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your performance of any gig booked through the platform; (b) your breach of these Terms; (c) your violation of any law or regulation; (d) any claim that your conduct or content infringes any third-party right (including IP rights, music licensing rights, or rights of publicity).

9.2 DJGO's indemnification of you. DJGO will defend you against any third-party claim alleging that the platform itself (as provided by DJGO, excluding your content, your conduct, or any modification you make to the platform) infringes that third party's intellectual property rights, and will pay any settlement or final judgment, subject to: prompt written notice from you, your reasonable cooperation, and DJGO's sole control of the defense. This indemnification does not apply to claims arising from any music you select or play, which are governed by Section 6.2.

10. Dispute Resolution

10.1 Informal resolution first. If a dispute arises between you and DJGO, the parties agree to attempt good-faith informal resolution before pursuing any formal claim. Contact us at `legal@djgo.app` describing the issue. DJGO will respond within 14 days. If the parties cannot resolve the dispute within 30 days of the initial notice, either party may proceed under Section 10.2.

10.2 Binding arbitration. Any dispute that cannot be resolved under Section 10.1 will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in Collin County, Texas (or such other Texas county as the parties agree). The arbitrator's decision will be final and may be entered as a judgment in any court of competent jurisdiction.

10.3 Individual claims only. Claims must be brought in the parties' individual capacity, not as a plaintiff or class member in any purported class, collective, or representative proceeding. You and DJGO each waive any right to a jury trial and any right to participate in a class action against the other.

10.4 Carve-outs from arbitration.

• Either party may seek injunctive relief in a Texas court for IP infringement or misappropriation of confidential information.
• Either party may bring claims in Texas small-claims court if the claim qualifies under that court's jurisdiction.

10.5 Governing law. These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. Subject to Sections 10.2–10.4, the exclusive venue for any non-arbitrable dispute is the state or federal courts located in Collin County, Texas, and you consent to the personal jurisdiction of those courts.

`[ATTORNEY REVIEW]` Arbitration and class-action-waiver provisions: confirm enforceability under recent Texas and federal case law (particularly post-*Viking River* and post-*AT&T v. Concepcion*), and whether the carve-outs in 10.4 are appropriate. Confirm Collin County seat is reasonable (vs. county where venue operates, etc.).

11. Termination

11.1 By you. You may terminate your account at any time by contacting `support@djgo.app`. Termination does not affect (a) gigs already performed and pending payment (which will be processed normally) or (b) any indemnification, dispute resolution, or limitation-of-liability obligations that by their nature survive termination.

11.2 By DJGO for cause. DJGO may suspend or terminate your account immediately upon written notice if you: (a) materially breach these Terms; (b) engage in fraud, harassment, or unlawful conduct on the platform; (c) cause repeated payment disputes or chargebacks; or (d) fail to maintain a valid Stripe Connected Account.

11.3 By DJGO for convenience. DJGO may terminate or suspend your account at any time for any other reason on 30 days' written notice, with full processing of any gigs performed before the effective termination date.

11.4 Effect of termination. Upon termination, your access to the platform ends. Sections 2 (independent contractor status, tax obligations), 6 (IP), 7 (privacy), 8 (limitation of liability), 9 (indemnification), 10 (dispute resolution), and any other Section that by its nature survives termination, will survive.

12. Modifications

We may modify these Terms from time to time. Material changes will be notified to you by email and posted within the platform at least 30 days before they take effect. If you do not agree with a material change, you may terminate your account before the change takes effect. Continuing to use the platform after a material change takes effect constitutes acceptance of the modified Terms.

Non-material changes (typos, clarifications, formatting) may take effect immediately and will be noted in a changelog within the platform.

`[ATTORNEY REVIEW]` 30-day material-change notice is a guess at a reasonable floor. Confirm; some platforms use 7 or 14, some use 60. What's right for our risk posture?

13. Miscellaneous

13.1 Entire agreement. These Terms (together with the Privacy Policy and any documents they incorporate by reference) are the entire agreement between you and DJGO regarding your use of the platform and supersede any prior agreement on this subject.

13.2 No assignment by you. You may not assign or transfer these Terms or any rights under them without DJGO's prior written consent. DJGO may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

13.3 No waiver. A failure or delay by either party to enforce any provision of these Terms is not a waiver of that provision or of any other provision.

13.4 Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in effect and the unenforceable provision is reformed to the minimum extent necessary to make it enforceable.

13.5 No third-party beneficiaries. Except as expressly stated (e.g., venue rights are governed by separate agreements between you and the venue), these Terms create no third-party beneficiary rights.

13.6 Notices. Notices to DJGO must be sent to `legal@djgo.app` with a copy to Blender Holdings LLC at the company's registered Texas business address (available from the Texas Secretary of State). Notices to you will be sent to the email address on file for your account.

13.7 Force majeure. Neither party is liable for delay or failure of performance due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, pandemics, government action, labor disputes, internet or utility outages, and failures of third-party service providers (including Stripe, Supabase, Twilio, Resend, and Vercel).

14. Contact

• General support: `support@djgo.app`
• Privacy / data rights: `privacy@djgo.app`
• Legal notices: `legal@djgo.app`

Mailing address (Blender Holdings LLC business address) to be inserted at finalization.

Open issues for attorney review (consolidated)

This is the punch list of items the consulting attorney should focus on. Each is also flagged inline above.

1. Section 1 — Confirm the "DJGO is not / is" framing adequately establishes platform/contractor structure. 2. Section 2 — Confirm contractor-classification language covers IRS 20-factor and TWC tests. 3. Section 4.4 — Confirm no-clawback-after-transfer is enforceable and accurately reflects what we can / cannot do. 4. Section 6.2 — Music licensing allocation of responsibility. 5. Section 8.3 — $100/12-month-fees liability cap: enforceable floor under TX law? Right number? 6. Section 10 — Arbitration + class-action waiver: post-*Viking River* enforceability, seat county, carve-outs. 7. Section 12 — 30-day material-change notice: appropriate? 8. General — Anything missing. Common omissions in v0 drafts: assignment provisions for the DJ side (we have one), choice-of-law clause clarity (we have one), survival list (we have one), force majeure (we have one), but anything else customary that we missed?

When the attorney's redline lands, increment to v1, set the Effective Date, and unstamp the "DRAFT — DO NOT USE" warning.