Client Service Agreement

AI Audit and Consulting Services

This Client Service Agreement (the "Agreement") is made effective as of the date of the last signature below between:

1. GODDESS NEXT DOOR CORPORATION, a California corporation having its principal office at 808 Wilshire Blvd, Suite 200, Santa Monica, CA 90401 ("Company"); and

2. {{client_full_name}}, an individual or entity with a principal address at {{client_address}} ("Client").

The preceding may be referred to individually as a "Party" or collectively as the "Parties".

WHEREAS, Client wishes to retain the services of Company and Company wishes to provide services to Client in accordance with the provisions of this Agreement,

IT IS HEREBY AGREED as follows:

1. ENGAGEMENT FOR SERVICES

Company agrees to perform the services ("Services") described in Exhibit A in accordance with the schedule set forth therein and the terms and conditions of this Agreement. The Parties may agree to additional or revised Services only by executing an additional or amended Exhibit A accompanied by additional payment. Company shall perform the Services in accordance with all applicable laws, regulations, and professional industry standards. Except as otherwise provided herein, Client shall not control the manner or means by which Company performs the Services.

For projects with an expected duration longer than four (4) weeks, Company will provide periodic written updates summarizing progress, challenges, and upcoming tasks related to the deliverables outlined in Exhibit A. Updates shall be submitted via email or a project management tool agreed upon by both Parties. For shorter projects, updates may be provided upon reasonable request.

Client shall provide all necessary access, credentials, information, documentation, and other materials required for Company to perform the Services within seven (7) business days of the date of the last signature or as otherwise reasonably requested by Company. Failure to provide such materials shall extend the timeline for performance of the Services and shall not constitute a breach by Company or grounds for any refund.

2. COMPENSATION; EXPENSES; TAXES

2.1 Fees and Payment

Client shall pay Company the fees set forth in Exhibit A via the secure payment method designated by Company, according to the payment schedule (if any) described in Exhibit A. Unless otherwise stated in Exhibit A, all fees are due in full upon execution of this Agreement.

2.2 Non-Refundable Fees

Due to the customized nature of the Services and the immediate value provided upon commencement, all fees are non-refundable once Company has begun performance of the Services. Company will use commercially reasonable efforts to ensure that the deliverables meet the specifications outlined in Exhibit A and will make reasonable revisions necessary to align with those specifications. No refunds shall be issued except as expressly provided in Section 9 (Force Majeure).

2.3 Taxes

Client is solely responsible for any and all taxes, duties, levies, or similar governmental charges (including, without limitation, sales, use, value-added, goods and services, or withholding taxes) imposed by any jurisdiction in connection with the Services or payments made under this Agreement, other than taxes based on Company's net income. If, for any reason, Company is required by a governmental authority or payment processor to collect, remit, or pay any such amounts on Client's behalf, Client hereby authorizes Company (and Company's payment processor, including Stripe) to immediately charge Client's payment method on file for the full amount of such taxes or charges, without prior notice, and Company will provide written notice to Client of the charge and the reason promptly thereafter.

If Client's payment method on file is declined or otherwise cannot be charged for any such amounts, Client shall remain fully responsible for the unpaid balance. Client agrees that any such unpaid amounts shall be deemed a past-due account receivable, and Company may pursue all remedies available at law or in equity, including without limitation engaging collection agencies or initiating legal action. In any such action to collect unpaid amounts, Client shall be responsible for all reasonable costs of collection, including court costs and attorneys' fees.

Client agrees that Company is not responsible for advising on or minimizing Client's tax obligations in any jurisdiction.

2.4 Expenses

Company shall not be responsible for any Client expenses unless pre-approved in writing by Company. If Exhibit A provides for reimbursement of any such expenses, Company shall reimburse only those reasonable, pre-approved expenses directly incurred in the performance of the Services, upon receipt of proper documentation.

2.5 Late Payments; Collections

Any amounts not paid when due under this Agreement shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the original due date until paid in full. Client acknowledges and agrees that any unpaid fees, taxes, or other amounts owing to Company under this Agreement constitute a past-due account receivable. Company may, in its sole discretion, suspend performance of the Services until all past-due amounts are paid in full. If Company is required to take action to collect any past-due amounts, including but not limited to engaging a collection agency or initiating legal proceedings, Client shall be responsible for all reasonable costs of collection incurred by Company, including without limitation collection agency fees, court costs, and attorneys' fees.

3. PLACE OF WORK

Company is generally free to perform the Services at a location of its choosing. Company will provide, at Company's own expense, all equipment, tools, and other materials necessary to complete the Services, except for any access, accounts, or software expressly required from Client and identified in Exhibit A.

4. DISCLOSURE AND OWNERSHIP OF WORK PRODUCT

4.1 Work Product

"Work Product" means the specific deliverables described in Exhibit A that are created exclusively for Client in the course of performing the Services, including any associated documentation and files delivered to Client.

4.2 Disclosure and Ownership of Work Product

Upon full payment of all fees set forth in Exhibit A, Client shall own the Work Product. Company retains all right, title, and interest in and to its pre-existing methodologies, frameworks, templates, prompts, know-how, intellectual property, and any improvements thereto ("Company Intellectual Property"). Client is granted a non-exclusive, non-transferable, perpetual license to use Company Intellectual Property solely as incorporated into the Work Product for Client's own internal business and marketing purposes.

4.3 Further Assistance

Client shall perform, during and after the term of this Agreement, all acts that Company reasonably deems necessary or desirable to permit and assist Company in obtaining, perfecting, and enforcing the full benefits, enjoyment, rights, and title throughout the world in the Company Intellectual Property.

5. CONFIDENTIALITY

Client acknowledges that in the course of receiving the Services, Client may have access to Confidential Information of Company. "Confidential Information" means any non-public information disclosed by Company to Client, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, customer lists, technical data, trade secrets, and the terms of this Agreement. Client shall hold all Confidential Information in strict confidence and shall not disclose it to any third party without Company's prior written consent, except as required by law. Upon termination of this Agreement or at Company's request, Client shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

6. INDEPENDENT CONTRACTOR RELATIONSHIP

The Parties are independent contracting parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Company is an independent contractor and is solely responsible for all taxes, withholdings, and other obligations related to the fees it receives under this Agreement. Client is not responsible for providing employee benefits to Company or its personnel.

7. TERM AND TERMINATION

This Agreement shall commence on the date of the last signature below and continue until completion of the Services unless earlier terminated in accordance with this Section 7. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within ten (10) business days after written notice.

If Client breaches this Agreement, Company may terminate immediately and retain all fees paid. Company may also terminate immediately and report any illegal requests or activities to appropriate law enforcement and regulatory authorities in the applicable jurisdiction.

If Company terminates this Agreement for reasons other than Client's material breach, Company shall refund Client any prepaid fees for Services not yet performed as of the effective date of termination. No other refunds shall be due.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY CLIENT OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT.

9. FORCE MAJEURE

If Company is prevented from performing the Services due to illness, emergency, natural disaster, or any cause beyond its reasonable control, Client shall receive a prorated refund only for Services not yet delivered as of the date such event begins. No other refunds shall be issued under any circumstances.

10. INDEMNIFICATION

Client shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of this Agreement; (b) Client's violation of any applicable law or the rights of a third party; or (c) any third-party claim that Client lacked authority to provide any materials, content, or access granted to Company.

Company's indemnification obligations to Client, if any, shall in no event exceed the limitations set forth in Section 8.

11. MONTHLY RECURRING SERVICES (IF APPLICABLE)

If Exhibit A includes ongoing monthly services, Client authorizes recurring billing at the rate stated in Exhibit A to the payment method on file. Client may cancel the recurring portion at any time by providing written notice via email to Company. Cancellation will be effective at the end of the then-current billing period; no partial-month refunds will be issued.

12. MISCELLANEOUS

This Agreement, together with Exhibit A, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter hereof. This Agreement may be amended only in a writing signed by both Parties.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The Parties agree that the exclusive venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts located in Los Angeles County, California, and each Party hereby consents to the personal jurisdiction of such courts.

This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures are binding for all purposes.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Any provisions that by their nature should survive termination of this Agreement, including without limitation those relating to intellectual property, confidentiality, indemnification, and limitation of liability, shall so survive.

IN WITNESS WHEREOF, the Parties agree to be bound by the terms of this Agreement as of the Effective Date.

CLIENT:

By proceeding with payment and/or electronic acceptance, Client agrees to be bound by the terms of this Agreement.

GODDESS NEXT DOOR CORPORATION:

Goddess Next Door Corporation, by and through its duly authorized representative.

EXHIBIT A

SERVICES, DELIVERABLES & COMPENSATION

NOTE ON CREDITS AND PRICING:

Certain packages listed below include the AI Audit & Roadmap as part of the overall engagement. If Client has previously purchased the standalone AI Audit & Roadmap for $499 from Company within the past thirty (30) days, that amount will be applied once as a credit toward one eligible package fee as indicated below.

The credit is personal to that Client, non-transferable, may be applied only one (1) time per Client account, and is not redeemable for cash. Company reserves the right, in its sole discretion, to deny or reverse any credit that it determines was applied in error, was obtained fraudulently, or was applied in violation of these terms.

All pricing for the packages below is subject to change at any time prior to execution of this Agreement. The fees stated in this Exhibit A apply only to the specific engagement documented by this Agreement at the time of signature.

AI AUDIT & ROADMAP

Standard Fee: $499 (one-time)

Deliverables: Recorded audit session, customized AI roadmap, Master Prompt document, 30 days of email support.

Timeline: 14 calendar days from receipt of all required access and information.

SOCIAL SELLING STRATEGY & DM SYSTEM

Standard Package Fee: $6,999 (one-time)

Discounted Package Fee for Prior AI Audit & Roadmap Purchasers (if applicable): $6,500

Deliverables:

Custom DM conversion frameworks
AI-assisted outreach sequences
Social selling playbook & scripts
Engagement strategy training
30-day conversion optimization support

Timeline: 21 calendar days from receipt of all required access and information.

Credit: If Client has previously purchased the standalone AI Audit & Roadmap for $499 from Company within the past thirty (30) days, that $499 will be applied as a one-time credit toward this package, resulting in the Discounted Package Fee stated above.

AI BUSINESS OPERATING SYSTEM

Standard Package Fee: $9,999 (one-time)

Discounted Package Fee for Prior AI Audit & Roadmap Purchasers (if applicable): $9,500

Deliverables:

Client onboarding automation
AI-powered content creation system
Operations workflow optimization
Email and follow-up automation
30-day implementation support

Timeline: 30 calendar days from receipt of all required access and information.

COMPLETE IMPLEMENTATION PACKAGE

Standard Package Fee: $15,999 (one-time)

Discounted Package Fee for Prior AI Audit & Roadmap Purchasers (if applicable): $15,500

Deliverables:

Everything included in the Social Selling Strategy & DM System and AI Business Operating System packages
Custom AI tools setup & training
Weekly strategy calls (6 weeks)
Priority support & optimization
Lifetime prompt updates for the purchased frameworks for as long as the program is offered by Company

Timeline: 6 weeks from receipt of all required access and information.

Optional Monthly Maintenance

$1,997 per month (cancel anytime in accordance with Section 11 of the Agreement)