This SALES AGREEMENT (“Agreement”) is entered into and becomes effective on the date of the first invoice generated through stripe has been paid by Client to Ai Setters Inc, (“Ai Setters”) a Washington Limited Liability Company, with principal offices located at Judd Way NW., Cleveland TN, 37312, and email address of [email protected] and made effective as of the date of stripe invoice payment made by client (“Effective Date”) Ai Setters Inc and Client are sometimes herein referred to jointly as Parties and individually as Party.
ARTICLE I – SCOPE OF SERVICES
ARTICLE II – CONSIDERATION
2.1 Client agrees to pay Ai Setters Inc the total amount for service as reflected in stripe invoice, which shall be paid in full as reflected on Clients invoice, after Client executes this Agreement.
2.2 The initial payment made on the date Client executes the Agreement shall be made by credit card or other method as requested by Ai Setters Inc. All subsequent payments made by Client to Ai Setters Inc shall be made by payment method reflected in the Clients invoice and shall be updated if payment method is no longer available.
2.3 After the initial 6 month term client must pay $2500 monthly for ongoing service of Marketing consulting and appointment setting done by Charlie AI. Each payment made by Client under this Agreement must be received by Ai Setters Inc on the date specified in Paragraph 2.1. If payment is not timely received by Ai Setters Inc, Client shall have materially breached the Agreement and shall forfeit all remaining portions of services that have not yet been performed under the Agreement. Ai Setters Inc shall have no further obligation to the Client.
2.4 GUARANTEE: Charlie AI and the Pre-Conversion Acquisition System will produce one booking per day on average if the Client is generating a minimum of 20 inbound leads per day. Client is not entitled to a refund or chargeback for any reason. However, clients will not be obligated to continue to pay for Charlie AI unless Charlie AI fails to meet guarantee stipulation above. All payments made to Ai Setters Inc pursuant to this Agreement are final and are not refundable for any reason unless Ai Setters Inc. fails to meet the guarantee provided the Client has met the minimum requirements for the guarantee.
2.5 Client agrees not to request, advise, file a claim, or seek Client’s bank or credit card company for a chargeback for consideration paid under this Agreement. If a chargeback occurs, Client shall have materially breached the Agreement and shall forfeit all remaining services that have not yet been performed under the Agreement. Ai Setters Inc shall have no further obligation to Client. Further, the amount of the chargeback shall be subject to a finance charge in the amount of one- and one-half percent (1 ½%) per month until paid in full by Client. Further, Ai Setters Inc shall be entitled to recover from Client all damages, and reasonable and necessary attorneys’ fees, and costs associated with pursuing collection and/or recovery of the amount of the chargeback.
ARTICLE III - PROPERTY RIGHTS, NONCOMPETE, AND CONFIDENTIALITY
3.1 Use of Client’s Likeness. Client agrees, consents and grants Ai Setters Inc and/or The Owners use of any and all of Client’s likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings, provided or derived from an interaction with Ai Setters Inc, and/or that relates to services provided by Ai Setters Inc, for use in the business of Ai Setters Inc and/or The Owners. Client irrevocably grants Ai Setters Inc and/or The Owners property rights in Client’s likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings that Client provides to, derived from an interaction with Ai Setters Inc and/or that relates to the services provided by Ai Setters Inc. Client is not entitled to compensation of any kind for Ai Setters Inc and/or The Owners’s future use of Client’s likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings that Client provided or derived from an interaction with Ai Setters Inc, and/or that relates to services provided by Ai Setters Inc. Client waives any and all causes of action in contract, tort, or the common law for The Owners and/or Ai Setters Inc’s use of Client’s likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings that Client provides to, derived from an interaction with Ai Setters Inc and/or that relates to the services provided by Ai Setters Inc.
3.2 Confidentiality; Ownership of Information. Ai Setters Inc will provide Client with access to Confidential Information (as defined in Paragraph 3.2(a)) that is used in the operation of Ai Setters Inc’s business as reasonably necessary to allow Ai Setters Inc to comply with the terms of this Agreement. Client acknowledges that Ai Setters Inc will provide Client with access to Ai Setters Inc’s Confidential Information only for the term of the services rendered under the Agreement.
a. Definition. For purposes of this Agreement, “Confidential Information” means information possessed by Ai Setters Inc relating to the Business, and its business activities not generally known which is used or is useful in the conduct of Ai Setters Inc’s business, or which confers or tends to confer a competitive advantage over one who does not possess the information. Confidential Information includes copy rights, trade secrets, know-how, information about existing, new or envisioned products, services and processes and their development and performance, any techniques, methodologies, pricing, technical information, computer software, business and financial information, unpublished lists of names, information, documents, videos provided or shared by Ai Setters Inc to Client, and information relating to fitness coaching, fitness training, online coaching or training, marketing, client acquisition process, sales, and pricing. Confidential Information also includes information received by Ai Setters Inc from others which Ai Setters Inc has an obligation to treat as confidential and information received by Client from other clients of Ai Setters Inc. All information which becomes known to Client during the term of the services rendered under the Agreement, which Client would reasonably believe is Confidential Information or which Ai Setters Inc takes measures to protect, shall be regarded as Confidential Information.
b. No Disclosure. During the term of the Program, and at all times thereafter, Client shall maintain the strictest confidence of Ai Setters Inc’s trade secrets and Confidential Information. Client shall never disclose, copy, share, disseminate, transfer, convey, sell, or discuss, directly or indirectly, to any person or entity other than the Parties to this Agreement, Ai Setters Inc’s copyright information, trade secrets or other Confidential Information, except by express prior written consent of a duly authorized officer or director of Ai Setters Inc. Client will not make copies, videotape, record, photograph or transfer in anyway, in whole or in part, any Confidential Information or marked original copies of Confidential Information, copyright information, or trade secrets of Ai Setters Inc. Further, Client shall use Client’s best efforts and shall take all reasonable precautions to prevent the disclosure of Ai Setters Inc’s copyright information, trade secrets or other Confidential Information. A breach of this provision includes but is not limited to each disclosure, sharing, dissemination, transfer, conveyance, selling, or discussion of any singular piece of Confidential, trade secret, copyright, and/or proprietary information.
c. Ownership of Information. All Confidential Information is and shall remain the sole and exclusive property and proprietary information of Ai Setters Inc and/or The Owners, as the case may be, and is disclosed in confidence by Ai Setters Inc in reliance on Client’s agreement to maintain such Confidential Information in confidence and not to use or disclose such Confidential Information to any person except the Parties to this Agreement. Client has no ownership, property rights, or other rights of any kind in the Confidential Information, trade secrets, copy rights, proprietary information or other property of Ai Setters Inc and/or The Owners.
d. Return of Material. Upon the expiration or earlier termination of this Agreement for any reason or if Client breaches this Agreement, Client shall within five (5) days turn over to Ai Setters Inc all passwords, documents, videos, photographs, recreations, copies, or other material in Client’s possession or under Client’s control that (i) may contain or be derived from Confidential Information, or (ii) are connected with or derived from Ai Setters Inc’s services to Client. Client shall not retain any Confidential Information in any form (e.g., electronic or written) upon the expiration or earlier termination of this Agreement. Client shall also return such information within seven (7) days of Ai Setters Inc’s request.
3.3 Non-Compete; Working for Competitor. In consideration of Ai Setters Inc providing Confidential Information to Client, Client will not, at any time during the term of this Agreement or at any time for two (2) years subsequent to any termination of this Agreement, whether directly or indirectly, in the continental United States, or within such other geographic areas as Ai Setters Inc is engaged in business at the time of termination of this Agreement, for Client’s own account, individually or through another entity that Client owns or is involved in, or on behalf of any direct competitors of Ai Setters Inc, engage in any business or transaction involving the Business, whether as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, without the prior written consent of Ai Setters Inc, which consent may be withheld by Ai Setters Inc in Ai Setters Inc’s sole and absolute discretion.
3.4 Non-Solicitation. During the term of this Agreement and for a period of twenty four (24) months after the date of termination of this Agreement, Client will not in any way, directly or indirectly (i) induce or attempt to induce any employee, independent contractor, agent, or consultant of Ai Setters Inc to quit work with Ai Setters Inc; (ii) otherwise interfere with or disrupt Ai Setters Inc’s relationship with its employees, independent contractors, agents, or consultants; (iii) solicit, entice or hire away any employee, independent contractor, agent or consultant of Ai Setters Inc; or (iv) hire or engage any employee, independent contractor, agent, or consultant of Ai Setters Inc or any former employee, independent contractor, agent, or consultant of Ai Setters Inc whose work with Ai Setters Inc ceased less than one year before the date of such hiring or engagement. Client acknowledges that any attempt on the part of Client to induce others to leave Ai Setters Inc, or any effort by Client to interfere with Ai Setters Inc’s relationship with its employees, independent contractors, agents, or consultants would be harmful and damaging to Ai Setters Inc.
ARTICLE IV – INDEMNITY
4.1 Indemnity. CLIENT AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS Ai Setters Inc, AND ITS EMPLOYEES, MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES, AND CONTRACTORS AND The Owners FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, COMPLAINTS, DEMANDS, OBLIGATIONS, ACTIONS, LAWSUITS, JUDGMENTS, AWARDS, PENALTIES, VERDICTS, PAYMENTS OR CAUSES OF ACTION OF ANY KIND, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PERSONAL INJURY, DAMAGES TO A BUSINESS, CONTRACT, TORT, CONTRIBUTION AND/OR INDEMNITY, CLAIMS FOR STATUTORY INDEMNITY, NEGLIGENCE, GROSS NEGLIGENCE, AND ANY OTHER LIABILITY OF ANY KIND BROUGHT BY YOU OR ANY THIRD PARTY INCLUDING ALL RELATIVES OF THE CLIENT OR THIRD PARTIES, ANYONE BRINGING DERIVATIVE CLAIMS, AND/OR ANYONE BRINGING CLAIMS BY, THROUGH, OR UNDER THE CLIENT OR THIRD PARTIES, RELATED IN ANY WAY OR INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH THE AGREEMENT (INCLUDING BUT NOT LIMITED TO THE SERVICES RENDERED OR INFORMATION OBTAINED IN THE PROGRAM, CONSIDERATION, CONFIDENTIAL, PROPRIETARY, OR COPYRIGHT INFORMATION), ACTS AND/OR OMISSIONS OF Ai Setters Inc, AND ITS EMPLOYEES, MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES, AND CONTRACTORS, AND THE OWNERS.
ARTICLE V - GENERAL PROVISIONS
5.1 Disclaimer. Ai Setters Inc and The Owners do not, under any circumstances, warrant or guarantee Client any specified results, amount of income that will be received or earned, or any other particular outcome or result of any kind. Results that Client achieves are in no way, shape, or form, guaranteed by Ai Setters Inc, The Owners or any of their respective agents, employees, independent contractors, subsidiaries, borrowed servants, or any other third party.
5.2 Assignments. This Agreement is not assignable by any party without the prior written consent of Ai Setters Inc or The Owners. Any assignment without such written consent shall be void.
5.3 Notices. Any notices to be given hereunder by either party to the other shall be in writing either by email, or delivery by mail-certified return receipt requested. Notices shall be addressed to the parties at the addresses as set forth above, until and unless such party changes the specified address by written notice to the other.
5.4 Jurisdiction and Venue. This Agreement shall be governed in all respects, including its validity, interpretation and effect, and construed by and in accordance with the laws of the State of Washington, including, without limitation, its limitation of action and other procedural laws without giving effect to the principles of conflict of laws of the State of Washington. THE PARTIES HEREBY STIPULATE AND AGREE THAT IF IT BECOMES NECESSARY FOR ANY OF THE PARTIES TO FILE AN ACTION CONCERNING ANY MATTER RELATING TO OR PROVIDED FOR IN THIS AGREEMENT, THAT SUCH ACTION SHALL BE BROUGHT EXCLUSIVELY IN CLARK COUNTY, WASHINGTON, AND THAT VENUE IS PROPER IN CLARK COUNTY, WASHINGTON.
5.5 Legal Construction. If any portion (word, clause, phrase, sentence, paragraph, or section) of this Agreement or the application thereof to any person, entity or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such portion to persons or entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected hereby, and such portion shall be considered independent and severable from the Agreement, and this Agreement shall be enforced as if such portion did not exist.
5.6 Attorney Fees. If any action or other legal proceeding is initiated by Ai Setters Inc against Client relating to this Agreement or its subject matter, Ai Setters Inc shall be entitled to recover, in addition to all damages allowed by law, equity and other relief, all court costs, and all reasonable attorney’s fees incurred by reason thereof. Client agrees that in the event of litigation or other legal action, the right to request discovery of Ai Setters Inc and/or The Owners’s Confidential Information, copyright, proprietary and/or trade secret information, is hereby waived. Each party recognizes that agreement to such waiver is a condition precedent to access to and use of Ai Setters Inc and/or The Owners Confidential Information, copyright, proprietary and/or trade secret information.
5.6 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, entity, organization, or corporation other than the parties hereto and The Owners, any right or claim under or by reason of this Agreement or any term, covenant or condition hereof, as third party beneficiaries or otherwise, and all of the terms, covenants and conditions hereof shall be for the sole and exclusive benefit of the Parties.
5.7 Binding Effect. All the terms and provisions of this Agreement, whether so expressed or not, are binding upon, inure to the benefit or, and are enforceable by the Parties.
5.8 Voluntary. Client has been or has had the opportunity to seek the advice and guidance of their own counsel in the review, interpretation, negotiation and execution of this Agreement. This Agreement shall be construed as if collaboratively prepared by the Parties and any uncertainty or ambiguity shall not be interpreted against any one party and in favor of the other. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. Any use of masculine, feminine or neuter pronouns herein shall be deemed to include each of the masculine, feminine and neuter.
5.9 Entire Agreement. This Agreement represents the entire understanding and agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all other negotiations, understandings, and representations, if any, may by and between the Parties. No representation, inducement, promise or agreement, oral or otherwise, if any, not embodied in this Agreement, or any other agreement related to this Agreement and expressly references herein is of any force and effect. No amendment, modification, or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof, and duly executed by the Parties.
Ai Setters Inc, LLC