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.

Effectiveness and Consideration

This Agreement is effective upon execution by both parties, regardless of whether Services have commenced, fees have been paid, or any Proposal has been performed. Client acknowledges that Provider's disclosure of proposals, pricing, methodologies, frameworks, systems, personnel, subcontractors, and preliminary materials constitutes good and valuable consideration, the receipt and sufficiency of which Client hereby acknowledges, for all obligations undertaken by Client herein, including the covenants in Sections 11, 12, 25, and 29. Those covenants are binding upon Client upon execution and survive termination for any reason, including non-payment and termination prior to commencement of Services. Provider's obligation to perform Services is conditioned upon receipt of applicable upfront fees. These are separate conditions and do not affect the enforceability of Client's covenants.

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: (i) system access and credentials; (ii) required data and approvals; (iii) messaging content and positioning approvals; and (iv) 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 business 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.

Implementation, setup, and onboarding fees are earned upon execution of this Agreement. Retainer fees for each billing period are earned at the commencement of that billing period. Provider's allocation of personnel and system resources upon execution constitutes performance for which the implementation, setup, and onboarding fees are earned, whether or not Services have commenced.

For purposes of this Agreement, the “Commencement Date” means the later of (i) the date of execution of this Agreement, (ii) the date Provider receives the applicable upfront fee, and (iii) the date Client provides the initial access, credentials, and materials required under Section 2.

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

Late Payment Interest. Invoices unpaid after fifteen (15) days of the due date accrue interest at one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by applicable law, whichever is less, from the due date until paid in full. Late or unpaid invoices may also result in suspension of Services.

Price Adjustments. Provider may adjust ongoing retainer fees with thirty (30) days' written notice. If Client does not accept the adjustment, Client may terminate the applicable Proposal for convenience within that thirty (30) day period, effective at the end of the billing period in which notice expires. Provider also reserves the right to modify pricing, packaging, and service offerings for future engagements. No prior proposal, conversation, or negotiation establishes precedent for subsequent agreements.

Software Cost Estimates. Any software, platform, API, or third-party usage cost estimates provided in a Proposal are non-binding good-faith projections. Client pays all third-party fees directly to the applicable vendor unless otherwise specified in writing. Provider is not liable for third-party price changes, billing errors, or vendor policy changes.

Referral and Introducer Fees. Provider may pay or receive referral, introducer, or partner fees from third parties in connection with Client engagements. Any such fee is solely between Provider and the third party, does not increase Client's fees, and creates no obligation of Client. Introductions made in connection with this Agreement remain subject to Client's non-circumvention obligations in Section 11B.

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 the time of delivery.

Acceptance Period. Upon delivery or handover, Client has ten (10) business days to identify, in writing, any material non-conformance with the Proposal specifications. If Client does not provide written notice within this period, the build is deemed accepted, and Provider's build obligations are complete. Subsequent platform updates, third-party changes, or Client-side modifications do not constitute non-performance.

6. Cancellation, Termination, and Ongoing Services

6A. Ongoing Services and Renewal. If applicable, ongoing Services renew month-to-month unless otherwise defined in the Proposal. Retainer fees are non-refundable once Services for that billing period have commenced.

6B. Cancellation for Convenience. Either party may cancel ongoing Services for convenience by providing thirty (30) days' written notice. Cancellation takes effect at the end of the billing period in which the thirty (30) day notice period expires. All fees accrued through the effective date of cancellation are due and non-refundable.

6C. Initial Commitment Periods. If a Proposal specifies an Initial Commitment Period, Client may not terminate for convenience during that period. Fees for that period remain due and non-refundable once Services commence.

6D. Failure to Commence. If Client fails to remit the applicable upfront payment within ten (10) days of execution, Provider may terminate this Agreement and the applicable Proposal by written notice. Termination under this Section does not waive Provider's right to fees earned upon execution under Section 3. All Client covenants and obligations that survive termination remain in full force and effect.

6E. Pause at Client's Request. Upon Client's written request, Provider may pause active delivery of Services for up to thirty (30) days. During any pause, work stops, but billing does not: monthly retainer fees continue to accrue and remain due as if Services were ongoing. This is not a billing holiday; it is a delivery hold at Client's request. Pauses beyond thirty (30) days require separate written agreement. Provider-initiated pauses under Section 2 (Client unresponsiveness) follow the same billing treatment.

7. Performance Guarantees & Limited Remedy

Provider does not guarantee revenue, profit, ROI, sales conversions, or business outcomes. Performance benchmarks are not a standard feature of Provider's Services and apply only where a Proposal expressly states one.

7A. Benchmark-Based Guarantees

Benchmark Period. “Benchmark Period” means the period expressly stated in the applicable Proposal for measuring a stated benchmark. If the Proposal states a benchmark without specifying a Benchmark Period, the Benchmark Period is the first ninety (90) days following the Commencement Date.

Conditions. 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 satisfying any participation, posting, approval-turnaround, or engagement requirements expressly stated in the applicable Proposal throughout the measurement period.

Remedy. If a stated benchmark is not achieved during the Benchmark Period, and Client has satisfied the conditions above and any requirements stated in the applicable Proposal, Client's sole and exclusive remedy is as follows: (a) if the Proposal states a specific remedy, that remedy controls; (b) if the Proposal states that the remedy is continuation of Services, such continuation shall not exceed ninety (90) days; (c) if the Proposal provides Client an election between remedies, the election mechanics below apply; (d) if the Proposal is silent as to remedy, the default remedy is a full refund of management fees paid for the Benchmark Period. “Free month” means a refund of one month's management fees, not an extension of Services, unless the Proposal expressly states otherwise.

Election is Final. Where a Proposal provides Client an election between remedies, Client's election is final once made or once the election window has closed. Client may not subsequently claim an alternative remedy or assert additional claims arising from the same Benchmark Period.

7B. Lead-Based Compensation

This Section 7B applies only where the applicable Proposal expressly contemplates lead-based compensation. It is dormant for flat-fee, retainer, and project-based engagements.

A “Qualified Inbound Lead” is a unique individual who engages with Client through the channels specified in the applicable Proposal (or, if the Proposal is silent, via comment, direct message, or email reply), whether by initiating contact or by responding to outreach generated by the Services, expressing explicit interest in Client's paid goods or services.

Qualifying CTAs. Comments or messages responding to a buying-intent CTA qualify, including CTAs such as: “Want to implement this system in your business?”; “Want to see how [Client's product or service] can work for you?”; or any CTA that explicitly offers Client's paid product or service rather than a free resource.

Non-qualifying activity. The following do not qualify regardless of volume: generic praise, reactions, or emoji-only responses; comments or messages on content offering a free lead magnet; requests for free resources; spam, bots, automated replies, and out-of-office responses; and duplicate contacts from the same individual or company within ninety (90) days.

Disputes regarding lead validity must be submitted in writing within five (5) business days of delivery. Failure to dispute within this window constitutes acceptance.

7C. Meeting-Based Compensation

This Section 7C applies only where the applicable Proposal expressly contemplates 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 by the relevant party. Disputes must be submitted within five (5) business days of invoice issuance.

7D. Revenue-Share Compensation

This Section 7D applies only where the applicable Proposal expressly contemplates revenue-share compensation. It is dormant for flat-fee, retainer, lead-based, and meeting-based engagements.

(a) Attributable Revenue. “Attributable Revenue” means revenue from customers, deals, or transactions originated by, first contacted through, or closed using the systems Provider builds or operates under the applicable Proposal, defined with specificity in that Proposal. Refunds, chargebacks, and taxes are excluded.

(b) Rate. Client shall pay Provider the percentage of Attributable Revenue stated in the applicable Proposal.

(c) Reporting and Payment. Client shall report Attributable Revenue and remit payment within the period stated in the applicable Proposal, or absent a stated period, within fifteen (15) days of the end of each calendar month. Reports shall include reasonable supporting detail.

(d) Audit Rights. No more than once per twelve (12) month period, Provider may, on reasonable written notice, review Client records reasonably necessary to verify Attributable Revenue. If an audit reveals an underpayment exceeding five percent (5%) for the reviewed period, Client bears the reasonable cost of the audit.

(e) Tail Period. Provider is entitled to revenue share on Attributable Revenue from customers or deals originated during the term for the number of months stated in the applicable Proposal following termination (the “Tail Period”). Absent a stated Tail Period, no revenue share accrues after termination.

(f) Disputes and Default. Revenue-share disputes are subject to Section 19. Client's failure to report or remit when due is a payment default under Section 15.

8. System Functionality Warranty and Disclaimers

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

No Implied Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OPERATION.

Post-Handover Operation. For engagements involving transfer of system operation to Client, Provider has no obligation to monitor, maintain, troubleshoot, or remediate Client-operated systems following handover, absent a separate paid engagement. Issues arising from Client configuration changes, usage patterns, personnel actions, or operational decisions post-handover are Client's responsibility.

Handover Documentation. For Done-With-You or system-transfer engagements, Provider will provide a written Handover Certificate upon transfer documenting: the date of handover, system configuration at time of delivery, training completed, and access transferred. The “Handover Date” is the date stated on the Handover Certificate or, if none is executed, the date Provider delivers the completed system and handover materials to Client. Client's signature on the Handover Certificate constitutes acceptance of the system as delivered. Any Client modification following the Handover Date voids Provider's warranty with respect to the modified components. If Client does not execute the Handover Certificate or provide written notice of non-conformance within ten (10) business days of delivery, the system is deemed accepted, and Provider's build obligations are complete.

9. Service Categories and Risk Allocation

9A. AI-Assisted Outputs

AI systems including but not limited to chatbots, voice agents, AI SDRs, AI receptionists, custom GPTs, RAG systems, embeddings, and content generation tools may produce inaccurate, incomplete, biased, defamatory, infringing, or otherwise erroneous outputs. Client is solely responsible for reviewing, supervising, validating, and approving all AI-generated outputs prior to use, publication, or deployment. Provider is not liable for damages arising from AI outputs, including misrepresentations to Client's customers, hallucinated commitments, biased decisions, defamation, intellectual property infringement, or harm to end users.

9B. Voice, Conversational, and Recorded Communications Systems

For Services involving voice agents, call automation, conversational AI, chatbots, or SMS systems, Client is solely responsible for compliance with all applicable consent, recording, disclosure, and wiretap laws, including TCPA, ECPA, CIPA, Florida Statutes Section 934.03, and all other federal, state, and local two-party consent statutes. Client is responsible for: (i) obtaining all necessary consents from end users prior to system interaction; (ii) implementing AI disclosure language at the beginning of any call or conversation indicating that the user is interacting with artificial intelligence; (iii) updating disclosure language as laws change; (iv) maintaining records of consent; and (v) honoring revocation requests within required timeframes.

Biometric Data. This Section applies to any biometric identifier or biometric information, including voiceprints generated by speaker-recognition or speaker-identification features. Client is solely responsible for compliance with the Illinois Biometric Information Privacy Act (740 ILCS 14), the Texas Capture or Use of Biometric Identifier Act, the Washington biometric privacy statute, and all other applicable biometric privacy laws, including providing written notice, obtaining written consent prior to collection, and maintaining a published retention and destruction policy.

Mutual Recording Consent. The parties mutually consent to the recording, transcription, and automated processing of calls and meetings conducted in connection with the Services, including through AI notetaking tools such as Fireflies.ai or equivalent, and including any speaker-identification or similar voice-processing features such tools apply. Each party will inform any additional participants of recording prior to the session. Either party may decline recording of a specific session by notice before that session, and the parties will conduct that session unrecorded.

9C. Outbound Communications and Marketing Systems

For Services involving cold email, SMS outreach, automated outbound messaging, or AI-driven prospecting, Client is solely responsible for compliance with CAN-SPAM, TCPA, GDPR, CASL, FCC consent rules, state-level telemarketing and privacy laws, and Do-Not-Call registry obligations. Client is responsible for: (i) sender domain reputation and authentication; (ii) list hygiene, suppression lists, and opt-out processing; (iii) A2P 10DLC registration where applicable for SMS; (iv) lawful basis for outreach in all applicable jurisdictions; (v) honoring opt-out and revocation requests within required timeframes; and (vi) maintaining documentary evidence of consent.

9D. Recruiting, Hiring, and HR Systems

Client is the employer of record and retains sole authority over all hiring and employment decisions. Client is solely responsible for compliance with EEOC, ADA, Title VII, ADEA, NYC Local Law 144, the Illinois AI Video Interview Act, the Colorado AI Act, and all other applicable employment laws.

9E. Financial and Back-Office Systems

Client is solely responsible for reviewing all financial outputs prior to action or reliance. Provider is not liable for financial errors, mis-routed payments, accounting discrepancies, or tax errors arising from automated financial processes.

9F. Data Processing and Personally Identifiable Information

Client is the data controller, and Provider acts as a data processor solely as directed by Client. Provider uses Client data to build, configure, tune, and operate systems for Client's benefit. Provider does not use Client's prospect or customer data to build, train, or deliver systems for other clients. Provider may use anonymized, aggregated data for service improvement and benchmarking.

Prohibited Data. Except where a specific Proposal expressly authorizes such processing and the parties have executed a Business Associate Agreement or equivalent safeguard, the Services shall not be used to process protected health information (PHI) as defined under HIPAA. Client is solely liable for any introduction of such data in violation of this Section.

9G. Integrations and Third-Party Dependencies

Provider is not liable for service disruptions, data loss, or system failures caused by third-party API changes, deprecations, outages, rate limit changes, model deprecations, or platform policy changes.

9H. No Professional Advice

Provider does not provide legal, accounting, tax, medical, financial, employment, regulatory, or investment advice. All Services are operational and technical in nature.

9I. Content Publishing and Voice-Matched Content

(a) License Grant. Client grants Provider a limited, non-exclusive license to Client's brand materials, written content, messaging, and communication style solely for the purpose of building and operating content and messaging systems that draft, adapt, or publish material in Client's voice. Matching Client's own voice is optional and applies only where the Proposal calls for it; Provider may otherwise produce content in Provider's own or a neutral brand voice, in which case no license to Client's communication style is needed. Where, and only where, the applicable Proposal expressly includes a voice, likeness, avatar, or synthetic-persona deliverable, this license additionally extends to the name, voice, image, and likeness of the individual(s) identified in that Proposal, solely for that deliverable. This license terminates upon termination of this Agreement, and Provider will delete or disable the associated models and materials within thirty (30) days of termination.

(b) Individual Consent. Where a deliverable is built on the name, voice, image, or likeness of a specific named individual, that individual must separately execute this Agreement or a written consent addendum before that deliverable is built.

(c) Publisher of Record. Client is the publisher of record for all content generated and distributed under Client's name or brand. Provider is not liable for published content, including claims of defamation, false advertising, FTC disclosure violations, or copyright infringement.

(d) Content Approval. Provider will submit content for Client approval prior to publication. If Client does not respond within the period stated in the applicable Proposal, the queue will pause pending Client instruction. Provider has no obligation to publish, and no liability for gaps in publishing cadence or missed timing, arising from Client's failure to review or approve content within the stated period.

(e) Third-Party Content and Sourcing. In preparing content, Provider uses publicly available or properly licensed source material. Client is responsible for ensuring published content does not infringe third-party intellectual property rights, for reviewing and clearing the final published form, and for any infringement arising from content published under Client's name or brand. Client indemnifies Provider for any infringement claims arising from published content.

9J. Platform Account Risk

Client acknowledges that platform enforcement actions, including account restriction, feature limitation, reduced content distribution, or permanent suspension, are known and accepted risks of operating any account with third-party tools, and Client accepts full responsibility for any such outcome affecting Client's accounts. Provider is not liable for any loss of account access, followers, content, data, or business opportunity resulting from platform enforcement.

Client is solely responsible for selecting, licensing, configuring, and operating any third-party tool used on Client's accounts. Provider does not select, recommend, implement, configure, operate, or support such tools on Client's behalf.

BY SIGNING THIS AGREEMENT, CLIENT CONFIRMS ACCEPTANCE OF THE PLATFORM ACCOUNT RISKS DESCRIBED IN THIS SECTION, INCLUDING BY INITIALING WHERE THE EXECUTION COPY PROVIDES FOR CLIENT INITIALS.

9K. Credential Security and Access Management

Provider stores credentials in a secure credential vault, applies least-privilege access, requires MFA where technically feasible, and revokes contractor access within five (5) business days of offboarding. Provider will notify Client within seventy-two (72) hours of any confirmed security breach affecting Client credentials or data within Provider's possession or control.

9L. Creator and User-Generated Content Engagements

For Services involving paid creators, spokespeople, actors, influencers, or user-generated content (“Creators” and “Creator Content”):

(a) Independent Creators. Creators are independent third parties, not employees or agents of Provider. Where the applicable Proposal, Client, or a Client brand or program partner requires approval of creators, claims, or final cuts, Client is responsible for obtaining and communicating those approvals before outreach, production, spend, or publication.

(b) Approved Content is Client-Provided. Creator Content that Client, or a Client-designated brand or program partner, approves is treated as Client-provided content for purposes of Sections 13 and 17. Liability for approved claims, benefit statements, and final cuts sits with the approving party.

(c) Publisher of Record. The Client, brand, or program partner on whose accounts content is published is the publisher and advertiser of record. Provider does not publish to any Creator, Client, or brand account except where expressly authorized in writing.

(d) Music and Third-Party Assets. Music and other third-party assets must be commercially cleared or brand-licensed for the intended use. Client is responsible for obtaining all rights, licenses, and clearances for music, footage, images, trademarks, and other third-party assets, unless the applicable Proposal expressly assigns that responsibility to Provider.

(e) FTC Disclosure. Client is responsible for ensuring required advertising disclosures, such as #ad or a paid-partnership tag, appear on published Creator Content.

(f) Claims and Accuracy. Client is responsible for the accuracy of all product claims, benefit statements, and coverage representations in Creator Content, and for ensuring no exaggerated or unapproved benefit claims are published.

(g) Minors. No Creator Content involving a minor will be produced or published without verified prior written consent of the minor's parent or legal guardian, which Client is responsible for obtaining and providing.

(h) Releases and Bystanders. Client is responsible for appearance, likeness, and location releases from identifiable individuals, and for ensuring bystanders are not captured without clearance.

(i) Creator Payment and Rights. Where a Proposal contemplates payment to or rights from Creators, payment terms, usage rights, and any per-use, licensing, or renewal fees are governed exclusively by the applicable Proposal or a separate creator agreement. Creator rights flow to the Client or brand partner as stated there, not to Provider, unless expressly agreed otherwise.

(j) No Outcome Guarantee. Provider does not guarantee views, engagement, leases, doors, conversions, revenue, or any performance outcome from Creator Content.

(k) Deemed Approval. If Client does not respond to a content approval request within the period stated in the applicable Proposal, Provider will hold the content pending instruction and has no obligation to publish. Provider may treat non-response as approval only where the applicable Proposal expressly says so.

10. Third-Party Platforms and Compliance

Provider is not responsible for third-party outages, suspensions, pricing changes, deprecations, or policy enforcement actions. Provider is not liable for platform policy changes, enforcement actions, account restrictions, suspensions, or bans. Client is responsible for ongoing review of and compliance with applicable platform terms of service.

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.

Legitimate Business Interests. Client acknowledges that the restrictions in Sections 11B, 11D, and 11E are reasonable and necessary to protect Provider's legitimate business interests, including its confidential information and trade secrets, its substantial relationships with specific prospective and existing clients and with its personnel and subcontractors, its investment in recruiting and training, and the goodwill associated with its business, brand, and methodologies.

11A. License Election & Buyout. Where a Proposal includes a buyout provision, such option is governed exclusively by the Proposal terms. Where a Proposal grants Client a “lifetime lease” or “perpetual license,” such grant means a perpetual, non-exclusive, non-transferable license for Client's internal business use only, without the right to resell, sublicense, or reverse-engineer.

11B. Non-Circumvention and Non-Solicitation. Client shall not, directly or indirectly, solicit, hire, engage, or contract with any employee, contractor, subcontractor, partner, or affiliate introduced through or utilized by Provider, for twenty-four (24) months following termination. The parties agree that Provider's actual damages from a breach of this Section, including recruitment, replacement, onboarding, and institutional knowledge loss, are not readily ascertainable at the time of execution. As a reasonable pre-estimate of those costs, Client shall pay Provider an amount equal to fifty percent (50%) of the affected individual's anticipated first-year total compensation with Client, as liquidated damages and not as a penalty. This sum reflects industry-standard replacement costs, including third-party recruiting fees, onboarding investment, and lost productivity during the replacement period, and is Provider's sole and exclusive monetary remedy for breach of this Section.

11C. No Exclusivity. Nothing in this Agreement grants Client exclusivity unless expressly stated in the applicable Proposal.

11D. Non-Resale and Non-Replication. Client shall not resell, sublicense, white-label, or repackage any service, system, or methodology substantially derived from Provider's deliverables for twenty-four (24) months following termination.

11E. Extension to Affiliates and Related Parties. Client's obligations under Sections 11B and 11D extend to, and Client shall not circumvent them through, any parent, subsidiary, affiliate, entity under common ownership or control, officer, principal, or immediate family member of Client or of Client's principals. Client is responsible for ensuring the compliance of such parties.

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.

Client Representations and Warranties. Client represents and warrants that: (i) Client has the right and authority to enter into this Agreement; (ii) all data and materials provided to Provider are owned by or licensed to Client; (iii) Client has obtained all necessary consents from end users; (iv) Client's use of the Services will comply with all applicable laws; and (v) Client will not use the Services for unlawful, fraudulent, or harmful purposes.

13A. Data Handling, Retention, and Breach Notice

(a) Non-Reuse. Provider shall not use Client data for any purpose other than performing the Services for Client.

(b) Custody. Where Services operate on Client's accounts and credentials, Client is the custodian of all data.

(c) Access Offboarding. Upon termination, Provider will remove or return Provider-held credentials on Client's written request.

(d) Deletion. Provider will delete Client data within thirty (30) days of written request following termination.

(e) Breach Notice. Provider will notify Client within seventy-two (72) hours of any confirmed security breach affecting Client data.

(f) Subprocessors and International Transfers. Provider may engage subcontractors and subprocessors, including personnel located outside the United States, to perform Services. A list of material subprocessors is available to Client on written request. Where Provider processes personal data of individuals in the European Economic Area, the United Kingdom, or other jurisdictions requiring transfer safeguards, the parties will cooperate in good faith to put appropriate transfer mechanisms, such as Standard Contractual Clauses, in place. Provider remains responsible for its subprocessors' performance of Services under this Agreement.

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 for illegal requests, abusive conduct, system interference, or misuse creating legal exposure.

Payment Default. Provider shall provide written notice of payment default. If not cured within five (5) business days, Provider may suspend Services or terminate without further notice.

Termination for Other Breach. Provider may terminate with five (5) days' written notice for material breach not cured within that period.

16. Limitation of Liability

EXCEPT FOR (i) CLIENT'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17, (ii) CLIENT'S BREACH OF CONFIDENTIALITY UNDER SECTION 12, (iii) CLIENT'S BREACH OF INTELLECTUAL PROPERTY OR NON-CIRCUMVENTION OBLIGATIONS UNDER SECTION 11, OR (iv) EITHER PARTY'S WILLFUL MISCONDUCT OR FRAUD ADJUDICATED BY FINAL, NON-APPEALABLE ORDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

PROVIDER'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE GREATER OF (a) FEES ACTUALLY PAID IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR (b) FIVE THOUSAND DOLLARS ($5,000), EXCEPT THAT THIS CAP DOES NOT APPLY TO THE CARVE-OUT CATEGORIES IDENTIFIED IN THE PRECEDING PARAGRAPH.

17. Indemnification

17A. Client Indemnification. Client agrees to defend, indemnify, and hold harmless Provider from claims arising from: (i) Client-provided content or data; (ii) Client's failure to obtain required consents; (iii) any claim under TCPA, CAN-SPAM, GDPR, CCPA, CIPA, ECPA, or any communications, marketing, or privacy law, including claims arising in whole or in part from Provider's own negligence or omission in implementation, except where such claim arises solely from Provider's willful misconduct or fraud adjudicated by final, non-appealable order; (iv) Client's violation of platform terms of service; (v) Client's misuse or modification of any system; (vi) Client's regulatory non-compliance; (vii) Client's breach of representations and warranties; (viii) third-party claims from content published under Client's name pursuant to Section 9I or Section 9L; and (ix) any other third-party claim arising from Client's use of the Services.

17B. Provider Indemnification. Provider agrees to defend and indemnify Client from third-party claims arising solely from Provider's willful misconduct or fraud, subject to Section 16.

17C. Procedures. The indemnified party shall promptly notify the indemnifying party, allow the indemnifying party to control the defense, and provide reasonable cooperation.

17D. Joint Defense. In the event a third party asserts claims against both Provider and Client arising from the same Services, transaction, or set of operative facts (a “Joint Claim”), the parties shall cooperate in defense. Provider retains the right to select its own counsel at Client's expense for matters subject to Client indemnification.

18. 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.

19. Governing Law, Dispute Resolution, and Class Action Waiver

This Agreement is governed by the laws of the State of Florida, without regard to conflict of laws principles.

Small Claims and Collections Carve-Out. Either party may bring claims of $15,000 or less in Sumter County small claims or county court without arbitration. Either party may pursue collection of unpaid fees in court without arbitration.

Mandatory Arbitration. All other disputes shall be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules, by a single arbitrator in Sumter County, Florida.

Arbitration Costs. Each party shall bear its own arbitration costs and shall split the arbitrator's fees and the AAA administrative fees equally, provided that the arbitrator may award all such fees and costs, together with reasonable attorneys' fees, to the prevailing party.

Prevailing Party Fees. The prevailing party in any arbitration or court proceeding is entitled to recover reasonable attorneys' fees and costs.

Class Action and Jury Trial Waiver. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR COLLECTIVE PROCEEDING AND ANY RIGHT TO TRIAL BY JURY.

Injunctive Relief. Either party may seek injunctive relief in Sumter County, Florida to protect intellectual property, confidential information, or enforce non-circumvention obligations.

20. Entire Agreement; Force Majeure

This Agreement and each Proposal constitute the entire agreement between the parties and supersede all prior agreements.

Force Majeure. Neither party shall be liable for delays caused by events beyond reasonable control, including acts of God, war, pandemic, government action, third-party platform bans, internet outages, or cyberattacks. Force majeure does not excuse Client's obligation to pay for Services already rendered or resources already allocated prior to the triggering event.

21. Hourly Support and Tune-Up Services

Hourly support is billed in thirty (30) minute increments at the rate stated in the applicable Proposal, during standard business hours Monday through Friday 9:00 AM to 5:00 PM Eastern Time, excluding U.S. federal holidays.

Provider does not guarantee any specific response time, resolution time, or system uptime unless expressly stated in a separate written service level agreement signed by both parties.

22. Notices

All legal notices shall be in writing, delivered by email with confirmation of receipt or by certified mail. Notices are effective upon receipt.

23. Insurance

For Proposals exceeding $25,000 in total fees, Client shall maintain general liability coverage with minimum limits of $1,000,000 per occurrence and provide a certificate of insurance upon request.

24. Assignment

Neither party may assign this Agreement without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

25. Non-Disparagement

Neither party shall make knowingly false and materially harmful statements about the other party for two (2) years following termination. This provision does not prohibit truthful statements, honest reviews, or legally required disclosures.

26. Survival

The following survive termination: Effectiveness and Consideration (covenant obligations); Section 3 (fees owed and earned); Section 9 (risk allocation); Section 10 (third-party platform compliance); Section 11 (intellectual property and restrictive covenants); Section 12 (confidentiality); Sections 13 and 13A (data); Section 16 (limitation of liability); Section 17 (indemnification); Section 19 (dispute resolution); Section 22 (notices); Section 25 (non-disparagement); Sections 27 and 28; Section 29 (general provisions, including marketing and testimonial rights); and this Section 26.

27. No-Fee and Complimentary Engagements

Where a Proposal designates Services as complimentary, no-fee, or zero-dollar (a “No-Fee Engagement”), the following terms apply and control over any conflicting provision in this Agreement:

(a) No Ownership Transfers. No ownership of any deliverable, system, workflow, prompt, configuration, methodology, or underlying architecture transfers to Client under a No-Fee Engagement, regardless of the scope of work delivered. Client receives only a non-exclusive, non-transferable, revocable license to operate the delivered system for Client's internal business use, for so long as Client remains in compliance with this Agreement. The “upon full payment” ownership trigger in Section 11 does not apply.

(b) No Obligations on Provider. Provider has no obligation to complete, deliver, iterate, or continue any No-Fee Engagement. Provider may pause, modify, or discontinue a No-Fee Engagement at any time, for any reason or no reason, without notice and without liability of any kind to Client.

(c) No Warranty. No-Fee Engagements are delivered strictly “as is.” Provider makes no warranty, representation, or commitment regarding functionality, fitness for purpose, accuracy, or results. Section 8 warranties do not apply.

(d) No Support, Maintenance, or Iteration. A No-Fee Engagement includes initial build and handover only. Provider has no obligation to provide support, troubleshooting, training, updates, iterations, or maintenance. Client requests for changes or improvements after handover are at Provider's sole discretion and may be subject to fees.

(e) Liability Cap. Provider's total cumulative liability arising from or relating to a No-Fee Engagement shall not exceed five hundred dollars ($500). The $5,000 floor in Section 16 does not apply.

(f) License Revocable. Provider may revoke Client's license to operate the delivered system at any time upon written notice, including if Client fails to convert to a paid engagement within a timeframe specified in the Proposal, or if no timeframe is specified, within ninety (90) days of handover.

(g) No Precedent. A No-Fee Engagement creates no precedent, expectation, entitlement, or obligation regarding future Services, pricing, continued operation, or any ongoing relationship. Client may not reference a No-Fee Engagement as evidence of Provider's standard pricing, scope, or terms.

(h) Portfolio Rights. Provider may use the No-Fee Engagement, including deliverables, results, and Client's general description, as a portfolio example and case study without separate consent, subject to Section 29's marketing rights opt-out.

(i) Expiration. If Client does not respond to handover communications within ten (10) business days of delivery, the No-Fee Engagement is deemed complete, and the license in subsection (a) does not take effect. Provider has no further obligation.

28. Pilot and Phase Engagements

(a) Pilot fees are non-refundable upon commencement.

(b) Neither party is obligated to proceed to subsequent phases.

(c) The deliverable is the work product, not a guaranteed outcome.

(d) Pilot pricing sets no precedent for future engagements.

29. General Provisions

Severability. Invalid provisions shall be modified to the minimum extent necessary or severed; remaining provisions continue in full force.

Waiver. No failure to exercise any right constitutes a waiver.

Independent Contractor. Provider is an independent contractor, not an employee or agent of Client.

Electronic Signatures. Electronic signatures through PandaDoc or equivalent platforms are valid and binding.

Marketing and Testimonial Rights. Client grants Provider a non-exclusive license to reference Client's name, logo, and general engagement description for marketing purposes, unless Client opts out in writing within thirty (30) days of execution.

Amendment. This Agreement may only be amended by a written instrument signed by authorized representatives of both parties. No email, Slack message, oral agreement, or course of conduct constitutes an amendment unless reduced to a signed writing.