Subscription Agreement

1. Services

1.1 Managed Operations Services

Everglade Systems LLC ("Everglade", "we", "us") provides managed operations services that may include CRM system configuration and management, workflow automations (follow-ups, reminders, triggers), AI receptionist configuration and monitoring, integrations with your existing tools (email, calendar, QuickBooks, etc.), ongoing adjustments and optimizations, and digital marketing and branding services as defined in your subscription plan.

1.2 Access

Upon activation of your subscription, we will begin onboarding and configuring your systems. You agree to provide timely access to the platforms, accounts, and data necessary for us to deliver services.

1.3 No Legal, Tax, or Financial Advice

Our services are operational and technical in nature. Nothing we provide constitutes legal, tax, accounting, or financial advice. You should consult appropriate professionals for those matters.

2. Term, Renewal & Cancellation

2.1 Initial Term

Your subscription begins on the date of your first payment and continues for the initial term specified in your plan (monthly or quarterly). The initial term and billing cycle are defined at the time of purchase.

2.2 Auto-Renewal

Your subscription will automatically renew at the end of each billing cycle unless you cancel before the renewal date. We will charge the payment method on file at the then-current subscription rate. You will be notified of any pricing changes at least 30 days before they take effect.

2.3 Early Cancellation by Client

You may cancel your subscription at any time by providing written notice to info@evergladesystems.com. Cancellation takes effect at the end of the current billing cycle. No refunds are issued for partial billing periods. Upon cancellation, we will complete any work in progress through the end of the current billing period and assist with a reasonable transition of your systems and data.

3. Fees, Billing & Chargebacks

3.1 Fees

Subscription fees are as specified in your plan at the time of purchase. All fees are quoted in US dollars. We reserve the right to adjust pricing with at least 30 days' written notice. Any pricing changes apply to the next billing cycle, not retroactively.

3.2 Non-Refundable Fees

All subscription fees are non-refundable once the billing cycle has begun. Setup fees, onboarding fees, and any one-time charges are non-refundable after work has commenced.

3.3 Payment Method & Timing

Payments are processed through Stripe or a similar payment processor. You authorize us to charge the payment method on file on a recurring basis according to your billing cycle. It is your responsibility to keep your payment method current and valid.

3.4 Chargebacks

If you initiate a chargeback or payment dispute without first contacting us to resolve the issue, we reserve the right to immediately suspend all services, revoke access to systems and tools configured on your behalf, and pursue collection of the disputed amount plus any associated fees. We encourage you to contact us directly to resolve any billing concerns before disputing a charge.

3.5 Late Payments

If payment fails or is not received within 7 days of the due date, we reserve the right to pause or suspend services until the balance is resolved. A late fee of 1.5% per month may be applied to overdue balances.

3.6 Taxes

You are responsible for any applicable taxes, duties, or government charges. Our quoted fees do not include sales tax unless explicitly stated.

4. Client Responsibilities

4.1 Access & Accounts

You agree to provide timely access to the accounts, platforms, and tools necessary for us to deliver services. This includes CRM platforms, email accounts, calendar systems, payment processors, and any other systems relevant to the scope of work. Delays caused by lack of access may affect service delivery timelines.

4.2 Content & Data

You are responsible for ensuring that any content, data, or materials you provide to us are accurate, lawful, and do not infringe on the intellectual property rights of any third party. You confirm that you have the authority to share any business data provided to us for the purpose of delivering services.

4.3 Lawful Use

You agree to use our services and any systems, automations, or tools we configure on your behalf only for lawful business purposes. You will not use our services to send unsolicited communications, violate anti-spam laws, or engage in any activity that violates applicable regulations.

4.4 Compliance with Communication Laws

Client is responsible for ensuring compliance with all applicable communication laws, including:

• Telephone Consumer Protection Act (TCPA) for SMS/text message campaigns
• CAN-SPAM Act for email marketing campaigns
• State-specific telemarketing and communication regulations
• Third-party platform terms of service for social media automation

Client warrants that all contact lists provided to Everglade contain only individuals who have provided proper consent to receive communications. Client indemnifies Everglade against any claims, fines, or penalties arising from non-compliant communications sent to client-provided contacts.

5. Intellectual Property

5.1 Our IP

All proprietary tools, templates, workflows, frameworks, and methodologies developed by Everglade Systems remain our intellectual property. You are granted a non-exclusive, non-transferable license to use these tools as part of the services provided during your active subscription.

5.2 Your IP & Data

You retain ownership of your business data, content, branding, and any materials you provide to us. Any custom configurations, automations, or systems built specifically for your business using your accounts and platforms are yours to keep and use after the subscription ends.

5.3 Showcase Rights

Unless otherwise agreed in writing, we reserve the right to reference your company name and a general description of the work performed as part of our portfolio, case studies, and marketing materials. We will not disclose confidential business data without your consent.

6. Confidentiality & Data Security

6.1 Confidential Information

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of the engagement. Confidential information includes business strategies, customer data, technical specifications, pricing, and any other information that is not publicly available. Confidentiality obligations survive termination for two (2) years.

6.2 Security

We implement reasonable technical and organizational measures to protect your data and systems under our control. However, no system is 100% secure, and we cannot guarantee that unauthorized access will never occur. You acknowledge the inherent risks of transmitting data over the internet.

7. Service Level & Disclaimers

7.1 Service Availability

We strive to maintain consistent service delivery and responsiveness during normal business hours. However, we do not guarantee uninterrupted access. Scheduled maintenance, third-party outages, and unforeseen technical issues may temporarily affect availability.

7.2 AI/Automation Limitations

Our AI and automation solutions are designed to improve efficiency, but they are not infallible. AI systems may occasionally produce unexpected results, and automated workflows depend on the accuracy of input data and the reliability of third-party integrations. We monitor and optimize regularly but cannot guarantee error-free operation at all times.

Client acknowledges that AI-powered services (including AI receptionist, automated SMS responses, and email automation) may generate inaccurate, inappropriate, or incomplete communications. Client is responsible for:

• Reviewing and approving response templates before deployment
• Monitoring AI outputs on an ongoing basis
• Promptly notifying Everglade of any AI-generated communications that are inaccurate or problematic
• Implementing human oversight for communications involving pricing, contractual commitments, or legal obligations

Everglade is not liable for damages, lost business, or legal claims resulting from AI-generated communications sent on client's behalf.

7.3 No Guarantees of Results

We do not guarantee specific business outcomes, revenue increases, lead generation numbers, or other measurable results. Results depend on many factors outside our control, including market conditions, your team's adoption of new systems, and the quality of your existing processes.

7.4 As-Is / No Warranties

Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

8. Limitation of Liability

8.1 Cap on Liability

Our total aggregate liability for any claims arising out of or related to this agreement shall not exceed the total subscription fees you have paid to Everglade Systems in the three (3) months immediately preceding the event giving rise to the claim.

8.2 No Indirect Damages

To the fullest extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, even if advised of the possibility of such damages.

8.3 Third-Party Platform Actions

Everglade is not liable for actions taken by third-party platforms (including account suspensions, bans, data loss, or policy changes) that affect services provided under this Agreement. Client acknowledges that automation services may interact with platforms whose terms prohibit certain automated activities, and client assumes the associated risk.

9. Termination

9.1 Termination for Cause

Either party may terminate this agreement if the other party materially breaches its terms and fails to cure the breach within 14 days of receiving written notice. We also reserve the right to terminate immediately if you engage in fraudulent activity, violate applicable laws, or use our services in a manner that could harm our reputation or other clients.

9.2 Effect of Termination

Upon termination, you remain responsible for any outstanding fees for services already rendered. We will provide reasonable assistance in transitioning your systems and data, subject to payment of any outstanding balances. Access to proprietary tools and templates licensed during the subscription will be revoked upon termination. We may delete your data from our systems after 30 days unless legally required to retain it.

10. Disputes & Governing Law

10.1 Governing Law

This agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.

10.2 Venue

Any legal proceedings not subject to arbitration shall be brought in the courts of Miami-Dade County, Florida.

10.3 Informal Resolution First

Before initiating any formal dispute resolution process, both parties agree to attempt to resolve any dispute informally by contacting each other directly. We will make good-faith efforts to resolve any concerns within 30 days of receiving written notice of a dispute.

11. Miscellaneous

11.1 Entire Agreement

This Subscription Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and Everglade Systems with respect to the subscription services. It supersedes all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

11.2 Amendments

We may update this agreement from time to time. Material changes will be communicated with at least 30 days' notice. Your continued subscription after changes take effect constitutes acceptance of the revised terms.

11.3 Assignment

You may not assign or transfer your subscription or any rights under this agreement without our prior written consent. We may assign this agreement in connection with a merger, acquisition, or sale of all or substantially all of our assets.

11.4 Severability

If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.5 Independent Contractor

Everglade Systems is an independent contractor. Nothing in this agreement creates an employer-employee relationship, partnership, joint venture, or agency relationship between the parties.