Subscription Agreement

1.1 Managed Operations Services.

Everglade will provide the services described in the applicable proposal, order form, or statement of work ("Order"), which may include things like:

• CRM + pipeline configuration
• Automations and workflows (e.g., follow-ups, reminders, digests)
• AI/voice receptionist configuration and monitoring
• Integrations with tools you use (e.g., email, calendar, QuickBooks)
• Ongoing adjustments and optimizations

1.2 Access.

Where applicable, we may give you access to internal tools, dashboards, or portals we manage on your behalf. You get a limited, non-exclusive, non-transferable license to use those during the subscription term solely for your internal business use.

1.3 No Legal, Tax, or Financial Advice.

Our services are operational and technical. We do not provide legal, tax, or financial advice.

2.1 Initial Term.

Unless otherwise stated in the Order, the subscription has a minimum initial term of 12 months ("Initial Term") starting on the Service Start Date specified in the Order or when services first become available to you (whichever comes first).

2.2 Auto-Renewal.

After the Initial Term, the subscription will automatically renew monthly at then-current pricing unless either party gives written notice of non-renewal at least 30 days before the end of the current term.

2.3 Early Cancellation by Client.

You may cancel early, but all remaining fees for the current term are still due and non-refundable. Canceling does not relieve you of payment obligations for the remainder of the Initial Term or any renewal term already started.

3.1 Fees.

Fees are as stated in the Order or Stripe payment page:

• Setup / Implementation Fee – one-time, due upfront.
• Subscription Fee – recurring (e.g., monthly).

3.2 Non-Refundable Fees.

All fees (including the setup fee) are non-refundable, except where we materially fail to deliver the services described in the Order and do not remedy the issue within a reasonable time after written notice.

3.3 Payment Method & Timing.

You authorize Everglade (or our processor, e.g., Stripe) to charge the payment method you provide for all fees when due. Subscription fees are billed in advance of each billing period.

3.4 Chargebacks.

Initiating a chargeback or payment dispute for valid charges under this Agreement is considered a material breach. If you have a billing concern, you agree to contact us first and give us a reasonable chance to resolve it before contacting your bank or card issuer.

3.5 Late Payments.

If any payment is more than 10 days late, we may:

• Charge 1.5% monthly interest (or the maximum allowed by law), and
• Suspend services (including AI voice agents and automations) until all overdue amounts are paid.

3.6 Taxes.

Fees are exclusive of taxes. You are responsible for any sales, use, VAT, or similar taxes (excluding our income taxes). If we're required to collect tax, it will be added to your invoice/charge.

4.1 Access & Accounts.

You are responsible for:

• Providing accurate, up-to-date information (e.g., email, phone, calendar access, QuickBooks access)
• Keeping any login credentials secure
• Ensuring only authorized people on your team use the systems

4.2 Content & Data.

You are responsible for any content, data, or instructions you give us (e.g., email copy, pricing, offers, contracts, templates). You represent that you have the right to use that content and to let us use it to provide the services.

4.3 Lawful Use.

You will not use the services to send spam, violate privacy or telemarketing laws, or engage in unlawful, misleading, or abusive practices. If we believe your use puts us at legal or reputational risk, we may suspend or terminate services.

5.1 Our IP.

Everglade owns all rights in:

• Our software, workflows, prompts, configurations, templates, documentation, and know-how
• Any improvements or customizations we create for you (excluding your raw content/data)

We grant you a limited license to use what we build during your subscription for your internal business use only. You may not copy, resell, or use our systems to build a competing service.

5.2 Your IP & Data.

You retain ownership of your brand assets, logos, customer data, and content you provide to us. You grant us a license to use that material solely to deliver and improve the services.

5.3 Showcase Rights.

Unless you ask us in writing not to, we may list your business name and logo as a client and describe our work at a high level (without revealing confidential or sensitive information).

6.1 Confidential Information.

Both parties agree to keep non-public business, technical, or financial information received from the other confidential, and use it only to perform this Agreement.

6.2 Security.

We use reasonable technical and organizational measures to protect systems and data under our control. However, you understand that no system is perfectly secure and we cannot guarantee that unauthorized access will never occur.

7.1 Service Availability.

We aim for high uptime, but services may be unavailable from time to time due to maintenance, internet issues, or third-party outages (e.g., Google, Stripe, Vapi, QuickBooks). Temporary downtime does not give rise to refunds.

7.2 AI / Automation Limitations.

AI tools, automations, and integrations can make mistakes, misinterpret inputs, or be affected by third-party changes. You are ultimately responsible for reviewing important messages, contracts, or communications before relying on them.

7.3 No Guarantees of Results.

We do not guarantee any particular revenue, number of leads, bookings, or business outcome.

7.4 "As-Is" Disclaimer.

Except as expressly stated in this Agreement, the services are provided "as is" and "as available", without warranties of any kind, whether express or implied.

8.1 Cap on Liability.

To the maximum extent allowed by law, Everglade's total liability arising out of or relating to this Agreement will not exceed the fees you paid to us in the 3 months immediately before the event giving rise to the claim.

8.2 No Indirect Damages.

We will not be liable for indirect, consequential, special, incidental, or punitive damages (including lost profits, lost business, or lost data), even if we were advised such damages were possible.

9.1 Termination for Cause.

Either party may terminate this Agreement if the other party:

• materially breaches this Agreement and does not cure within 30 days after written notice, or
• repeatedly fails to pay amounts when due.

9.2 Effect of Termination.

• Your access to services and systems we host for you will end.
• All unpaid fees for the remaining term become immediately due (unless we terminate without cause).
• We may delete your data from our systems after 30 days, except where we are legally required to retain it.

10.1 Governing Law.

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

10.2 Venue.

Any dispute that cannot be resolved informally will be handled in the state or federal courts located in Miami-Dade County, Florida, and both parties consent to that venue and jurisdiction.

10.3 Informal Resolution First.

Before filing any legal action, each party agrees to contact the other in writing and attempt in good faith to resolve the issue within 30 days.

11.1 Entire Agreement.

This Agreement + the applicable Order is the entire agreement between us and supersedes all prior discussions.

11.2 Amendments.

We may update this Agreement from time to time. The version in effect when you sign an Order or renew your subscription applies to that term. Material changes will be communicated.

11.3 Assignment.

You may not assign this Agreement to another party without our prior written consent. We may assign this Agreement in connection with a merger, sale, or transfer of our business.

11.4 Severability.

If any provision is found invalid or unenforceable, the rest of the Agreement remains in effect.

11.5 Independent Contractor.

We are an independent contractor and not your employee, partner, or agent.