Background

The Client is of the opinion that the Vendor has the necessary qualifications, experience, and abilities to provide services to the Client.

The Vendor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement. In Consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of with consideration is hereby acknowledged, the Client and the Vendor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Products and Services Provided

The Client hereby agrees to engage the Vendor to Provide the Client with one of the following services (the “Services”)”

Taft Systems Business Management Software Subscription:

Marketing and Automation

1. Direct to Prospect Marketing Automation (email and SMS)

2. Workflow assistance with setup for campaigns and forms built by client

3. Sales Funnel and Landing Page Builder

4. Website and funnel templates

5. Support provided for building custom funnels

6. Online Lead Management Assistance

7. Social Media Scheduler

8. Any additional added features inside of Taft Systems business management software

Phone Services

1. Client pays for usage. $10 is ~1000 Segments

- Credit Card on file will be charge when credits run out

2. One (1) phone number per account

-$10 is ~ 500 calls

Email Services

$10 gives you ~ 10000 emails

Concierge Support

1.Complimentary Onboarding Zoom Call and two check ins

2. Unlimited email and chat care from our Customer Success Team

The Services will also include any other tasks which the Parties may agree on. The Vendor hereby agrees to provide such Services to the Client. Please keep in mind custom building of assets are not included beyond client onboarding. Vendor agrees to provide a quote should custom building be required.

Taft Systems Support and Project Work

Due to the manner of our work, refunds are not provided. Taft Systems is not responsible for project delays arising from clients lack of preparedness. All payments collected are exempt from refunds, even if project is terminated. Taft Systems provides the tools and support to help your business grow, but we do not guarantee specific results. Success depends on the individual implementation, market conditions, and other factors beyond our control.

Upon project completion or subscription cancellation, clients have 5 business days to contact Taft Systems for additional support related to the project/subscription. This includes email support directly related to project/subscription.

GDPR/CCPA Compliance

Taft Systems stores personal data on behalf of the Client. The client may provide lead and client data as accounts are populated. Lead, client and alumni information may be collected and stored in the software.

This information may include:

1. IP Address

2. Phone Number

3. Email Address

4. Name

5. Residential Address

6. Photos

All of the information provided by the Client, and the information that is collected during the duration of this agreement, belongs to the Client. It is the sole responsibility of the Client to ensure the data above is used in accordance to any GDPR, CCPA or similar local laws and regulations.

If your business is located in the EU the following features will be put in place to comply with GDPR regulations:

1. User consent to use cookies

2. The right for a user to be forgotten

If your business is located in California, the following features will be put in place to comply with CCPA

1. User consent to use cookies

If there are additional measures that the client requires to be in place, it is the responsibility of the client to inform the Vendor. If there are updates or changes in the local laws and/or regulations in the Client's area, it is the responsibility of the Client to inform the Vendor of such changes.

Hours of Service

1. The Vendor’s hours of service are 5 days per week 9:00- 17:00 Eastern Standard Time, excluding United States Federal Holidays

2. The Vendor commits to 12h response time for all written notice received from the Client

3. The Vendor commits to acting on or solving any issues within 48 hours of receiving notice from the Client

Terms of Agreement

1. The terms of this Agreement (the “Term”) will begin upon signing up and paying for any services provided by the Vendor. This Agreement will remain in full force and effect indefinitely until terminated as provided in this agreement (unless otherwise specified below).

2. You may cancel at any time with a written (email) one (1) month cancellation notice and you may be charged one final time during the cancellation period.

No refunds or prorated amounts are given.

3. Should you wish to cancel an annual subscription before the year is up,

no refunds or prorated amounts are given.

4. This agreement can be terminated by the Vendor at any time with or without cause.

5. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

6. Upon termination of the agreement, the client understands that they will not be given the rights to their website or its design, development, campaigns, phone number, or any other tangible or intangible assets of the website and software. This agreement is a lease from Taft Systems.

6. Except as otherwise provided in this Agreement, the obligations of the Vendor will end upon the termination of this agreement.

Performance

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

All monetary amounts referred to in this Agreement are in USD (US Dollars).

Compensation

1. The Vendor will charge the Client for the Taft Systems Subscription at the rate per month (the “Compensation”) or per year, based on the Client's choice at time of sign up.

a) For any additional subscription for additional locations under the same name as the signing party, the Vendor will provide a discount for the Client for their Taft Systems Subscription

2. Payments to the Vendor from the Client are due on a recurring auto-billing cycle, every thirty (30) days, on the same date every month - unless annual subscription is chosen.

3. Payment is required within 5 days of the subscription date. Failure to pay will result in loss of service.

4. The vendor does not issue refunds for products built or services rendered.

Confidentiality

1. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to proprietary to the Client including, but not limited to, accounting records, business processes, client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

2. The Vendor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Vendor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

Ownership of Intellectual Property

1. It is the responsibility of the Client to ensure that the Intellectual Property is in compliance with any local laws, by-laws and regulations put forth by their local governance. By entering into this agreement, the Client agrees to the responsibility of adhering to their local laws and informing Taft Systems of any discrepancies.

2. The Client may not reproduce any content provided by the Vendor without Vendor approval.

3. Should the Client wish to cancel, the Vendor has no obligation to provide any Vendor created assets to the Client.

4.The Vendor does not allow for transfers of content should the Client cancel.

Capacity and Autonomy

1. In providing the Services under this Agreement it is expressly agreed that the Vendor is acting as an independent Vendor and not as an employee. The Vendor and the Client acknowledge that this Agreement does not create a partnership nor joint venture between them, and is exclusively a contract for service.

2. Except as otherwise provided in this Agreement, the Vendor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Vendor will work autonomously and not at the direction of the Client. However, the Vendor will be responsive to the reasonable needs and concerns of the Client.

Indemnification

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successor and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which results from or arise out for any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination Agreement.

Modification of Agreement

This agreement may be amended, revised, or modified. If the modifications, in our sole discretion, are material we will notify you via email notification to the email that is associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

Inurement

This Agreement will ensure to the benefit of and be binding on the Parties and their respective heir, executors, administrators and permitted successors and assigns.

Governing Law and Severability

1. This Agreement will be governed by and construed in accordance with the laws of the United States of America

2. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforced with the invalid or unenforceable parts severed from the remainder of this agreement.

Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breaFooterch of the same or other provisions.