MASTER SERVICES AGREEMENT (TERMS & CONDITIONS)

1. DEFINITIONS

• “Platform”means the Provider’s proprietary software, systems, marketplace, and related tools.
• “Services” means access to the Platform and any related services provided by Provider.
• “Introduced Party” means any person or entity introduced to Client through the Platform or Services.
• “Qualified Meeting” means a meeting that meets criteria defined by Provider or mutually agreed.

2. SERVICES

Provider grants Client access to the Services on a non-exclusive, non-transferable basis.

Provider does not guarantee:

• Any minimum number of meetings
• Any outcomes or results
• Any revenue or business success

All Services are provided on a best-efforts basis.

3. FEES & COMMERCIAL TERMS

Client agrees to pay all applicable fees as displayed or agreed at time of purchase.

Fees may include:

• Subscription fees
• Per-meeting or per-introduction fees
• Platform usage fees

Credits (if applicable):

• May be issued as prepaid balances
• May expire per stated terms

All fees are:

• Non-refundable
• Non-cancellable unless otherwise stated

4. PAYMENT TERMS

• Client must maintain a valid payment method on file at all times.
• Client is required to maintain a minimum account balance of $5,000 (“Minimum Balance”).
• If Client’s balance falls below the Minimum Balance, Provider is authorized to automatically charge Client’s payment method to replenish the balance back to $5,000.

Provider may charge:

• Upon meeting occurrence
• On a recurring basis
• Upon service usage

A $499 platform fee will be charged monthly.

Late payments may:

• Accrue interest (up to 1.5% per month)
• Result in suspension of Services

All fees are:

• Non-refundable
• Non-cancellable unless otherwise stated

Client is responsible for all applicable taxes.

5. CLIENT OBLIGATIONS

Client agrees to:

• Act in good faith in all meetings and interactions
• Provide accurate and lawful data
• Maintain availability for scheduling
• Comply with all applicable laws (including CAN-SPAM, privacy laws)

Client shall not:

• Misuse the Platform
• Resell access
• Circumvent Provider to avoid fees

6. MUTUAL REPRESENTATIONS

Each party represents that:

• It has authority to enter this Agreement
• It will comply with applicable laws

7. TERM & TERMINATION

Term: This Agreement begins on the Effective Date and continues for an initial six (6) month term.

Early Opt-Out: Client may terminate this Agreement within the first three (3) months for any reason by providing written notice.

Auto-Renewal: After the initial six (6) month term, this Agreement will automatically renew for successive twelve (12) month periods unless terminated in accordance with this Agreement.

Termination:

• Either party may terminate for material breach with notice
• Provider may suspend or terminate immediately for non-payment or misuse of Services

Effect of Termination:

• All outstanding fees remain due and payable
• Any unused balance is non-refundable unless otherwise stated
• Certain provisions survive termination

8. CONFIDENTIALITY

Each party agrees to:

• Protect non-public information
• Use it only for purposes of this Agreement
• Not disclose without permission

Exceptions include:

• Public information
• Independently developed information
• Lawfully obtained third-party information

9. INTELLECTUAL PROPERTY

• Provider retains all rights to the Platform and Services
• No ownership rights are transferred to Client
• Feedback may be used freely by Provider

10. DATA PRIVACY

Each party agrees to comply with applicable data protection laws.

Provider may process data as necessary to provide Services.

11. WARRANTIES

Services are provided “AS IS” and “AS AVAILABLE.” Provider disclaims all warranties, including:

• Merchantability
• Fitness for a particular purpose
• Non-infringement

12. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

Provider is not liable for:

• Indirect damages
• Lost profits
• Consequential damages

Total liability is limited to:

• Fees paid in the previous three (3) months

13. INDEMNIFICATION

Client agrees to indemnify and hold Provider harmless from claims arising from:

• Client’s misuse of Services
• Violation of law
• Breach of this Agreement

14. NON-CIRCUMVENTION

During the term and for twelve (12) months after, Client agrees not to:

• Directly transact with Introduced Parties
• Bypass Provider to avoid fees

15. MISCELLANEOUS

Assignment: Client may not assign without consent. Provider may assign freely.

Entire Agreement: This is the full agreement between parties.

Governing Law: This Agreement is governed by applicable law in Provider’s jurisdiction.

Severability: Invalid provisions do not affect the rest.

Force Majeure: No liability for events beyond reasonable control.

Independent Contractors: Parties are independent entities.