Terms of Service

1. Agreement

These Terms of Service (the "Terms") govern the provision of services by Zqidhu Consulting LLC, trading as 50X Acquire ("50X", "we", "us", "our"), to the business engaging those services ("Client", "you", "your").

These Terms apply together with any signed service agreement, proposal, order form or statement of work between the parties (each a "Service Agreement"). Where a Service Agreement conflicts with these Terms, the Service Agreement governs to the extent of the conflict.

You confirm that you are entering into this agreement in the course of business, that you have authority to bind the entity you represent, and that the services are not being acquired as a consumer.

2. Services

We provide customer acquisition services, which may include some or all of the following as specified in your Service Agreement:

• Creation and management of paid advertising campaigns on third-party platforms;
• Scripting and editing of video content recorded and supplied by you;
• Design and build of landing pages, forms and conversion funnels;
• Configuration of customer relationship management (CRM) software;
• Set-up of automated follow-up sequences, including SMS, email and call workflows;
• Reporting on campaign performance.

We may adjust methods, tooling and creative at our discretion in pursuit of results, provided the scope described in your Service Agreement is maintained. Services outside that scope are subject to separate agreement and fees.

3. Term & renewal

The initial term is three (3) months from the commencement date stated in your Service Agreement (the "Initial Term").

The Initial Term is a minimum commitment. You may not terminate for convenience during the Initial Term, and fees for the full Initial Term remain payable, except where we are in material breach and have failed to remedy that breach under clause 13.

After the Initial Term the agreement continues on a rolling monthly basis until either party gives thirty (30) days' written notice.

4. Fees & payment

• Fees are as stated in your Service Agreement and are exclusive of advertising spend (see clause 5) and of any applicable taxes.
• The first payment is due before work commences. Subsequent payments are due on the same day of each following month.
• Fees are non-refundable except where these Terms expressly state otherwise.
• You authorise us to charge the payment method you provide for all amounts due.
• If payment fails or is more than seven (7) days late, we may suspend services without liability until the account is current. Suspension does not extend the Initial Term or pause fees.
• You agree not to initiate a chargeback or payment dispute without first raising the matter with us in writing and allowing ten (10) days to resolve it. Chargebacks raised in breach of this clause are a material breach, and you remain liable for the disputed amount plus any fees we incur.

5. Advertising spend

• You are solely responsible for funding, monitoring and paying for all advertising spend.
• You are responsible for maintaining your advertising accounts in good standing and in compliance with the relevant platform's policies.
• We are not liable for advertising spend incurred, for the results of that spend, or for any refund of it.
• Where a minimum spend level is stated in your Service Agreement, maintaining it is a condition of the performance commitment in clause 7.

6. Your obligations

Our services depend on your participation. You agree to:

• Respond to enquiries promptly. Contact every lead generated within the response time stated in your Service Agreement, during your normal working hours;
• Maintain the CRM. Record enquiries, quotes, outcomes and follow-up in the CRM we provide or that you elect to use;
• Provide timely access to advertising accounts, business pages, domains, analytics and any other systems reasonably required;
• Record and supply video footage in line with the script and direction we provide;
• Supply accurate information about your business, pricing, service area, capacity and licensing;
• Hold and maintain all licences, registrations, insurance and permissions required to carry out the work you advertise;
• Review and approve advertising creative and claims before publication; you remain responsible for the accuracy and legality of claims made about your own business;
• Have the operational capacity to service the enquiries generated.

Where your delay or failure to meet these obligations affects results, timelines or deliverables, we are not responsible for that effect, and any performance commitment is adjusted or void as described in clause 7.

7. Performance commitment

Where your Service Agreement includes a performance commitment (a "Commitment"), the following applies.

7.1 What is measured

The Commitment is measured in the total value of written estimates delivered to qualified prospects over the measurement period stated in your Service Agreement. A qualifying item must meet all criteria set out in the Service Agreement, which may include prospect location, project value, and delivery of a written estimate.

7.2 The remedy

If the Commitment is not met, our sole obligation, and your sole and exclusive remedy, is that we continue to provide the services at no further fee until the Commitment is met. The Commitment does not entitle you to a refund, to damages, or to any payment of money.

7.3 Conditions

The Commitment applies only where, throughout the measurement period, you have:

• Maintained the minimum advertising spend stated in your Service Agreement, without interruption;
• Met the response-time obligation in clause 6 consistently;
• Maintained the CRM as required;
• Provided the video footage, access and information required, on time;
• Paid all fees when due;
• Not paused, restricted or altered campaigns without our written agreement.

If any condition is not met, the Commitment is void for the period affected. We will notify you in writing where we consider a condition has not been met, and will provide the supporting data.

7.4 Outside the commitment

The Commitment relates only to the measured unit. It is not a commitment as to revenue, profit, number of contracts won, conversion rate, cost per lead, return on advertising spend, or the quality or creditworthiness of any prospect.

8. No guarantee of revenue

Marketing outcomes depend on factors outside our control, including your pricing, sales ability, reputation, capacity, market conditions, seasonality, competition and platform behaviour.

Except for any Commitment expressly stated in your Service Agreement and subject to clause 7, we make no guarantee of any specific result, including revenue, profit, leads, appointments, contracts or return on investment. Any figures, examples, case studies or projections we provide are illustrative only and are not a promise of your results.

9. Third-party platforms

Our services rely on third-party platforms including advertising networks, CRM and automation providers, telephony and messaging providers, hosting and analytics services.

• Your use of those platforms is governed by their own terms, which you are responsible for complying with;
• We are not responsible for their availability, outages, pricing changes, policy changes, algorithm changes, account reviews, restrictions, suspensions or bans;
• Where a platform suspends or restricts your account, we will assist reasonably, but we do not guarantee reinstatement and are not liable for resulting losses;
• Platform fees, subscriptions and licences are your responsibility unless your Service Agreement states otherwise.

10. Intellectual property

10.1 What you own

You own and retain all rights to: your brand, trade marks, logos and business name; your advertising accounts and business pages; your customer data and all leads generated; the video footage you record; and the content, imagery and information you supply.

On full payment of all sums due, you own the campaign assets, landing pages and funnel content created specifically for you, subject to clause 10.2.

10.2 What we own

We own and retain all rights to our underlying methods, frameworks, templates, workflow structures, automation logic, prompts, documentation, software configurations and know-how (our "Materials"), including any improvements made during our work for you. Nothing transfers ownership of the Materials to you.

We grant you a non-exclusive, non-transferable licence to use the Materials solely for the operation of your own business, for as long as you are a client and thereafter for your own internal use. You may not resell, license, publish or distribute the Materials, or use them to provide services to third parties.

10.3 Portfolio

We may identify you as a client and describe the work performed in our marketing, including anonymised performance data, unless you notify us in writing that you object.

11. Confidentiality

Each party may receive confidential information from the other. Each party agrees to keep the other's confidential information secret, to use it only for the purposes of this agreement, and to protect it with no less than reasonable care. This obligation does not apply to information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law.

These obligations survive termination for three (3) years.

12. Data protection

Where we process personal data on your behalf, we do so as a service provider or processor acting on your documented instructions. You remain the controller of, and responsible for, the personal data of your own leads and customers, including the lawful basis for collecting it and for any marketing communications sent to it.

You are responsible for ensuring your own privacy notice, consent mechanisms and messaging practices comply with applicable law, including rules governing electronic marketing, SMS and automated calling in the jurisdictions where you operate.

Our handling of personal data is described in our Privacy Policy, which forms part of these Terms.

13. Termination

• For convenience. After the Initial Term, either party may terminate on thirty (30) days' written notice.
• For breach. Either party may terminate immediately if the other commits a material breach and fails to remedy it within ten (10) days of written notice.
• By us. We may terminate immediately on written notice if you fail to pay, if your conduct is abusive or unlawful, if you require work that breaches platform policy or applicable law, or if you repeatedly fail to meet the obligations in clause 6.
• Insolvency. Either party may terminate immediately if the other becomes insolvent or enters any analogous procedure.

On termination: all fees accrued up to the effective date become immediately payable; fees for the remainder of an Initial Term terminated early by you remain payable; we will provide reasonable assistance to transfer assets you own; any licence to the Materials continues only as described in clause 10.2; and clauses which by their nature survive will do so.

14. Limitation of liability

Subject to the above, and to the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential, punitive or exemplary loss, or for loss of profit, revenue, business, goodwill, opportunity, anticipated savings or data, however arising;
• Our total aggregate liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees actually paid by you to us in the three (3) months immediately preceding the event giving rise to the claim;
• We are not liable for advertising spend, for platform fees, or for losses arising from clause 9.

15. Indemnification

You will indemnify and hold us harmless against any claim, liability, loss, damage, cost or expense (including reasonable legal fees) arising from: the content, claims, pricing or offers you ask us to publish; your products, services or workmanship; your breach of these Terms or of any third-party platform's terms; your handling of leads and customer data; and any failure to hold a required licence, registration or insurance.

16. Disclaimers

Except as expressly set out in these Terms, the services are provided "as is" and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

We do not provide legal, tax, accounting, financial or regulatory advice. You are responsible for ensuring your advertising complies with applicable law and with any licensing, consumer protection and advertising standards that apply to your trade.

17. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, strike, failure of utilities or telecommunications, government action, or the failure or material change of a third-party platform. Payment obligations are not excused by this clause.

18. Disputes & governing law

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles.

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through direct negotiation between senior representatives for at least thirty (30) days after written notice of the dispute.

If unresolved, disputes will be subject to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming.

[OPTIONAL — take advice before including: each party waives any right to participate in a class, collective or representative action.]

19. General

• Entire agreement. These Terms and your Service Agreement are the entire agreement between the parties and supersede all prior discussions, proposals and representations.
• Changes. We may amend these Terms. Material changes take effect on renewal or on thirty (30) days' written notice, whichever is later. Continued use after that constitutes acceptance.
• Severability. If any provision is unenforceable, the rest remains in force.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign without our written consent. We may assign to an affiliate or in connection with a sale of the business.
• Independent contractors. Nothing creates a partnership, joint venture, employment or agency relationship.
• Non-solicitation. During the term and for twelve (12) months afterwards, you will not solicit for employment or engagement any of our personnel or contractors involved in providing your services.
• Notices. Notices must be in writing and sent to the addresses in clause 20 or as otherwise notified.

20. Contact

Questions about these Terms:

Zqidhu Consulting LLC trading as 50X Acquire
30 N Gould St, Ste N
Sheridan, WY 82801
United States
[email protected]