Standard Service Agreement

This Standard Service Agreement (“Agreement”) governs all automation, systems, and related services provided by OVRHAUL, LLC, a Florida limited liability company (“Provider”), to the business entity identified in an approved proposal, statement of work, or order form (“Client”).

Each written proposal approved by Client (each, a “Proposal”) is incorporated into and governed by this Agreement. In the event of conflict, the Proposal controls with respect to scope, pricing, timelines, and expressly stated benchmarks, subject to the limitations and conditions set forth herein.

1. Services & Scope

Provider will design, configure, implement, and/or maintain automation systems, integrations, AI-assisted workflows, and related operational infrastructure as described in the applicable Proposal (“Services”).

Only Services expressly described in the Proposal are included. Any additional work requires written approval and may result in additional fees or adjusted timelines.

Provider is not obligated to perform work outside the agreed scope without such approval.

1A. White-Label Engagements

If Services are delivered pursuant to a White-Label Partner Agreement between Provider and a third-party distribution partner, the White-Label Partner Agreement and any applicable Fulfillment Addendum shall control with respect to revenue allocation, channel ownership, and partner responsibilities.

Client acknowledges that Provider may fulfill Services through a white-label structure and that certain communications or payment processing may be managed by an authorized distribution partner.

1B. Execution Autonomy

Provider retains discretion over technical implementation, automation sequencing, campaign logic, distribution methodology, subcontractor utilization, and operational execution necessary to achieve the objectives stated in the applicable Proposal.

Client approval applies to strategic positioning, messaging direction, and brand representation, but does not extend to micro-management of system architecture or execution methodology.

2. Client Responsibilities

Client agrees to provide timely:

• System access and credentials
• Required data and approvals
• Messaging content and positioning approvals
• Cooperation necessary for execution

Delays, inaccuracies, or performance limitations caused by Client inaction, incomplete inputs, deliverability issues, or third-party dependencies are not the responsibility of Provider.

If Client is unresponsive for seven (7) consecutive days, Provider may pause Services, extend timelines, or deem affected deliverables complete based on work performed.

3. Fees & Payment

Fees, billing structure, and payment schedules are defined in the applicable Proposal.

Unless otherwise stated, implementation fees are due prior to commencement of work. Ongoing retainers renew monthly unless otherwise specified.

Fees are earned upon commencement of Services, including allocation of personnel and system resources.

Client remains responsible for all third-party software, platform, API, hosting, and usage fees required for operation. Third-party costs are non-refundable.

Late or unpaid invoices may result in suspension of Services.

Provider reserves the right to modify pricing structures, packaging, and service offerings for future engagements. No prior proposal, conversation, or negotiation establishes precedent for subsequent agreements.

4. Change Requests

Material changes to scope, integrations, messaging logic, or platform requirements may require additional configuration and fees. Provider is not responsible for rework resulting from Client-requested changes.

5. Build Completion

“Build Completion” occurs when the system materially performs in accordance with the specifications stated in the Proposal at time of delivery.

Subsequent platform updates, third-party changes, or Client-side modifications do not constitute non-performance.

6. Ongoing Services

If applicable, ongoing services renew on a month-to-month basis unless otherwise defined in the Proposal. Cancellation requires written notice and takes effect at the end of the current billing period.

Retainer fees are non-refundable once services for that billing period have commenced.

If a Proposal specifies an Initial Commitment Period, Client may not terminate for convenience during that Initial Commitment Period. Fees for that period remain due and non-refundable once Services commence.

7. Performance Guarantees & Limited Remedy

Provider does not guarantee revenue, profit, ROI, sales conversions, or business outcomes.

A. Benchmark-Based Guarantees

All stated benchmarks apply only during the defined Benchmark Period; are measured using Provider-controlled analytics; exclude spam, automated responses, and bot traffic; and are conditioned upon Client maintaining required access and compliance.

If a stated benchmark is not achieved, Client's sole remedy shall be (a) a refund of management fees for the Benchmark Period, or (b) an extension of Services not to exceed thirty (30) days, at Provider's election.

B. Lead-Based Compensation

A “Lead” is a unique individual who responds affirmatively and expresses explicit interest. Spam, bot responses, automated replies, out-of-office responses, and duplicates do not qualify.

Disputes regarding lead validity must be submitted in writing within five (5) business days of delivery.

C. Meeting-Based Compensation

A “Qualified Meeting” is defined exclusively by the criteria in the applicable Proposal. A meeting is earned when booked, occurred, and attended. Disputes must be submitted within five (5) business days of invoice issuance.

8. System Functionality Warranty

Provider warrants only that the system will materially perform as described in the Proposal at time of delivery. Provider does not warrant ongoing performance affected by third-party changes, Client modifications, or improper usage.

9. AI-Assisted Systems

AI outputs may contain errors. Client remains solely responsible for review, supervision, compliance, and final use of any generated outputs. Provider does not provide legal, accounting, medical, or regulatory advice.

10. Third-Party Platforms

Provider is not responsible for third-party outages, suspensions, pricing changes, or policy enforcement actions.

11. Intellectual Property

Upon full payment, Client owns custom deliverables created specifically under the applicable Proposal.

Provider retains ownership of pre-existing materials, frameworks, automation methodologies, templates, processes, and general know-how.

11A. License Election & Buyout

Where a Proposal includes a buyout provision, such option is governed exclusively by the Proposal terms. All buyout elections must be documented in writing as an amendment.

11B. Non-Circumvention

Client shall not solicit or engage any subcontractor introduced through Provider for twenty-four (24) months after termination without Provider's prior written consent.

11C. No Exclusivity

Nothing in this Agreement grants Client exclusivity unless expressly stated in the applicable Proposal.

12. Confidentiality

Each party will protect the other's confidential information and use it solely for performance of Services. These obligations survive termination.

13. Data & Compliance

Client is responsible for compliance with applicable data protection and marketing regulations. All aggregated analytics and derivative reporting remain Provider's exclusive property.

14. Subcontractors

Provider may use subcontractors. Provider remains responsible for Services delivered under this Agreement.

15. Suspension & Termination for Cause

Provider may suspend or terminate immediately if Client fails to provide access, requests illegal actions, interferes with performance, engages in abusive conduct, or fails to cure payment default within five (5) days.

16. General Termination

Either party may terminate with thirty (30) days' written notice. Fees paid after commencement are non-refundable.

17. Limitation of Liability

Provider shall not be liable for indirect, incidental, consequential, special, punitive, or lost-profit damages. Total liability shall not exceed fees actually paid under the applicable Proposal.

18. Indemnification

Client agrees to indemnify Provider from claims arising from Client-provided content, failure to obtain consents, violation of third-party terms, misuse of systems, or regulatory non-compliance.

19. Billing Disputes & Chargebacks

Client must notify Provider in writing and allow fifteen (15) days for resolution prior to initiating any chargeback. Initiating a chargeback without this process constitutes material breach.

20. Governing Law

This Agreement is governed by the laws of the State of Florida. Venue shall lie in Sumter County, Florida.

21. Entire Agreement; Force Majeure

This Agreement and each Proposal constitute the entire agreement. Neither party shall be liable for delays caused by events beyond reasonable control.