Master Services Agreement: Shiftacy Expansion Epics™

1. Fees, Payment, & "No Refunds" Policy

Fees are outlined on the selected Checkout Page. Upfront payments and retainers are deemed earned upon receipt. Due to the immediate allocation of engineering resources, strategic planning, and intellectual property access, all payments are final and non-refundable once work commences. Once the Strategy Kickoff or Onboarding sequence has been initiated, no refunds will be issued under any circumstances. For any supplementary or hourly work requested outside the scope of the Epic, Provider invoices every 15 days with a net 15 term. Client authorizes automatic payments via the ACH or credit card on file for these ongoing or hourly invoices. Invoices overdue by 7 days incur a 10% late fee and may result in project suspension. Accounts sent to collections accrue 12% annual interest.

2. The 180-Day Project Timeline & Expiration

All Expansion Epics operate on a strict 180-day (6-month) lifecycle from the date of purchase. Our ability to execute depends on your timely feedback. Provider will maintain a 48-hour response window for standard inquiries. Client promises to provide accurate financial/operational information and timely feedback. Provider is not liable for errors or delays resulting from incomplete Client information. If the project is stalled or delayed due to Client unresponsiveness, failure to provide necessary assets, or failure to schedule required onboarding meetings, the engagement will automatically expire at 180 days. Refunds or discounts will not be provided for delays resulting from insufficient Client engagement. Reactivating an expired project requires a new agreement and an operational reactivation fee.

3. The Additional Capacity Guarantee Constraints

If included in your selected Epic, Provider guarantees the system will recover the capacity to manage an additional number of high-ticket clients by Day 180. If this metric is not achieved, Provider will continue to work for free until the outcome (capacity) is met. This is NOT a guarantee that Client will find or onboard the additional agreed-upon number of clients; it is a guarantee of the operational capacity to manage them. Constraint: This guarantee applies strictly to the deliverables outlined in the selected Epic and requires full Client compliance with the execution roadmap. Unused resources or guarantee eligibility cannot be transferred to out-of-scope tasks or delayed past the 180-day lifecycle due to Client inaction. We bill for outcomes, not effort.

4. Third-Party Software & Subscription Limits

The Epic fee covers Provider's strategic architecture, labor, and build execution. It does not include the cost of third-party software subscriptions required to run the systems (e.g., Make.com, TaxDome, Zapier, ClickUp, OpenAI API tokens, etc.). The Client is solely responsible for purchasing and maintaining all software licenses and API consumption costs as recommended by the Provider.

5. Non-Solicitation & Placement Fee

Provider invests significant resources in vetting top-tier talent. During this Agreement and for twelve (12) months following its termination, Client agrees not to solicit, employ, or contract Provider's personnel. Should Client desire to hire Provider's personnel directly, Client agrees to pay Affixent LLC dba Shiftacy an agency placement fee equal to thirty percent (30%) of that individual's first-year annualized compensation prior to transition.

6. Intellectual Property, Workpapers, & Portfolio Rights

Upon full payment, Client retains rights to the final customized deliverables and their own data. Provider retains all ownership and IP rights to the underlying frameworks, methodologies, automation scripts, background code architecture, and workpapers. Workpapers may not be distributed to third parties without Provider's written consent. Provider retains the right to reference the engagement (including sanitized data, metrics, and case studies) for portfolio and marketing purposes, unless a specific Non-Disclosure Agreement (NDA) is executed prior to purchase.

7. Confidentiality & Data Security

Both parties agree to hold all proprietary and Confidential Information (financial data, client lists) in strict confidence for two (2) years. Provider utilizes third-party electronic systems (e.g., Stripe, Make.com) and employs enterprise-grade security measures. Client acknowledges Provider is not liable for unauthorized breaches by third-party software vendors beyond its direct control, barring gross negligence.

8. Limitation of Liability

Provider guarantees services will meet the highest standards of professional accuracy and transparency. To the fullest extent permitted by law, Provider shall not be liable for indirect, incidental, consequential, or punitive damages (including lost profits or data loss). Provider's total liability is strictly limited to the specific fees paid under this Agreement.

9. Termination, Modification & Dispute Resolution

Either party may terminate this agreement with written notice. Upon termination, Client is responsible for any unbilled work and costs incurred up to the termination date. Any modifications to this agreement must be in writing. Any claim or controversy regarding fees or scope shall be resolved via binding arbitration with the American Arbitration Association. The prevailing party in any legal action to enforce this agreement shall be awarded its legal fees and costs. This Agreement is governed by the laws of the State of Ohio.