TERMS OF SERVICE AGREEMENT

Last Updated: June 11, 2025

This Terms of Service Agreement (the “Agreement”) constitutes a legally binding agreement between Mainstay Salire LLC, a limited liability company organized under the laws of Delaware, United States of America, with its principal place of business at 764 Valderrama Ct. Castle Rock, CO 80108 (“Company,” “we,” “us,” or “our”), and you, the client or user (“Client,” “you,” or “your”).

By engaging our professional services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement. If you do not agree to¹ these terms, you may not engage our services.

1. DESCRIPTION OF SERVICES

The Company provides a range of professional services, which may include, but are not limited to: consulting, marketing strategy, design, project management, training, etc.

Detailed descriptions of specific services, project scopes, deliverables, timelines, and fees will be outlined in separate proposals, statements of work (SOWs), engagement letters, or other written agreements (collectively, “Service Agreements”) entered into between the Company and the Client. In the event of a conflict between this Agreement and a Service Agreement, the terms of the Service Agreement shall prevail for the specific services outlined therein.

2. ENGAGEMENT AND ACCEPTANCE

2.1. Proposals and Quotes: All proposals, quotes, or estimates provided by the Company are valid for 30 days unless otherwise stated. Prices are subject to change after this period.

2.2. Service Agreements: Engagement of our services is initiated upon your acceptance of a Service Agreement, which may be signified by your signature, electronic acceptance, or payment of an invoice for the services.

3. FEES AND PAYMENT

3.1. Fees: You agree to pay the Company the fees for the services as set forth in the applicable Service Agreement.

3.2. Payment Terms: Unless otherwise specified in a Service Agreement:

* Invoices are due and payable within 30 days of the invoice date.

* For larger projects, a 50% upfront retainer or milestone payments may be required as detailed in the Service Agreement.

* We accept payment via check and ACH.

3.3. Late Payments: Payments not received by the due date may be subject to a late fee of 10% per month or the maximum amount permitted by law, whichever is less, on the outstanding balance. The Company reserves the right to suspend services until all outstanding balances are paid in full.

3.4. Expenses: You agree to reimburse the Company for reasonable out-of-pocket expenses incurred in connection with the provision of services, provided such expenses are pre-approved by you² or are customary and necessary for the completion of the services. These expenses may include, but are not limited to, travel, accommodation, third-party software licenses, and materials.

3.5. Taxes: All fees are exclusive of applicable taxes, including but not limited to sales tax, value-added tax (VAT), and withholding taxes. You are responsible for paying all such taxes.

4. CLIENT RESPONSIBILITIES

4.1. Cooperation: You agree to provide timely cooperation, information, and access to resources as reasonably required by the Company to perform the services. This includes, but is not limited to, providing accurate and complete information, timely feedback, and necessary approvals.

4.2. Accuracy of Information: You represent and warrant that all information you provide to the Company is accurate, complete, and not misleading. The Company is not responsible for any errors or delays caused by inaccurate or incomplete information provided by you.

4.3. Approvals: You are responsible for reviewing and approving deliverables in a timely manner. Delays in approvals may impact project timelines.

5. INTELLECTUAL PROPERTY

5.1. Company Ownership: Unless otherwise explicitly agreed in a Service Agreement, the Company retains all intellectual property rights in its methodologies, tools, templates, software, and general know-how developed or used prior to or independently of this Agreement.

5.2. Client Ownership: Upon full payment for the services, and to the extent legally permissible, any custom deliverables specifically created for you under a Service Agreement will become your property.

5.3. License: To the extent necessary to perform the services, you grant the Company a non-exclusive, royalty-free, worldwide license to use your intellectual property (e.g., trademarks, logos, content) solely for the purpose of providing the services under this Agreement.

6. CONFIDENTIALITY

6.1. Definition: “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally,³ visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of⁴ the information and the circumstances of disclosure. Confidential Information includes, but is not limited to,⁵ business plans, financial information, client lists, trade secrets, technical data, and proprietary methodologies.

6.2. Obligation: The Receiving Party agrees to:

* Use the Disclosing Party’s Confidential Information only for the purpose of fulfilling its obligations under this Agreement.

* Maintain the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information6 of a similar nature, but no less than a reasonable degree of care.7

* Not disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, except8 to its employees, contractors, and agents who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as9 stringent as those contained herein.

6.3. Exclusions: The obligations of confidentiality shall not apply to information that:

* Is or becomes publicly available through no fault of the Receiving Party.

* Was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party10 without breach of any confidentiality obligation.

* Is independently developed by the Receiving Party without reference to11 the Disclosing Party’s Confidential Information.

* Is rightfully received from a third party without restriction on disclosure.

* Is required to be disclosed by law or court order, provided the Receiving Party provides prompt notice to the Disclosing Party, if legally permissible, to allow the Disclosing Party to seek a protective order.

7. REPRESENTATIONS AND WARRANTIES

7.1. Company Warranties: The Company represents and warrants that:

* It has the necessary expertise and resources to provide the services.

* The services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards.12

7.2. Client Warranties: You represent and warrant that:

* You have the legal authority to enter into this Agreement.

* All information provided to the Company is accurate and complete.

* Your use of the services will comply with all applicable laws and regulations.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE¹³ FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY¹⁴ DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY¹⁵ OF SUCH DAMAGES.

THE COMPANY’S TOTAL CUMULATIVE LIABILITY¹⁶ TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO THE COMPANY FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE [Number] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE¹⁷ ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless¹⁸ the Company, its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including¹⁹ reasonable attorneys’ fees) arising out of or relating to:

• Your breach of this Agreement.²⁰
• Your negligent acts or omissions.
• Your violation of any applicable law or regulation.
• Any claim that content or materials provided by you infringe the intellectual property rights or other rights of a third party.

10. TERM AND TERMINATION

10.1. Term: This Agreement shall commence on the date you first engage our services and shall remain in effect until terminated as set forth herein. Individual Service Agreements will specify their own terms and completion dates.

10.2. Termination for Convenience: Either party may terminate this Agreement or any Service Agreement for convenience by providing [Number] days’ written notice to the other party. In the event of termination for convenience by the Client, any outstanding fees for services rendered up to the date of termination, along with any pre-approved expenses, shall become immediately due and payable.

10.3. Termination for Cause: Either party may terminate this Agreement or any Service Agreement immediately upon written notice if the other party:

* Materially breaches any provision of this Agreement and fails to cure such breach within [Number] days after receiving written notice21 thereof.

* Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

10.4. Effect of Termination: Upon termination of this Agreement:

* Your right to use the services will cease.

* You shall pay all outstanding fees and expenses incurred up to the date of termination.

* Sections related to Fees and Payment, Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, and General Provisions shall survive termination.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State²² of [Your State], without regard to its conflict of laws principles.²³

11.2. Mediation and Arbitration (Optional – Consider Carefully):

* Mediation: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall first be submitted to non-binding mediation in [Your City, State] with a mutually agreed-upon mediator.

* Arbitration: If the dispute is not resolved through mediation within [Number] days, it shall be finally resolved by binding arbitration administered by [Name of Arbitration Association, e.g., American Arbitration Association (AAA)] in accordance with its Commercial Arbitration Rules. The arbitration shall take place24 in [Your City, State]. The award rendered by the arbitrator(s) shall be final and binding upon both parties, and judgment may be entered thereon in any court having jurisdiction thereof.

11.3. Jurisdiction and Venue (If Arbitration is not chosen): If the arbitration clause is not adopted or is deemed unenforceable, you agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal²⁵ courts located in [Your City, State]. You hereby consent to the personal jurisdiction and venue of such courts.

12. GENERAL PROVISIONS

12.1. Entire Agreement: This Agreement, together with any applicable Service Agreements, constitutes the entire agreement between you and the Company concerning the subject matter hereof and supersedes all prior and contemporaneous²⁶ understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

12.2. Amendments: The Company reserves the right to modify or amend these Terms of Service at any time. We will notify you of any material changes by posting the updated Agreement on our website or by other reasonable means. Your continued use of our services after such modifications constitutes your acceptance of the updated²⁷ terms.

12.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall²⁸ continue in full force and effect.

12.4.²⁹ Waiver: No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision, and³⁰ the Company’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

12.5.³¹ Assignment: You may not assign or transfer your rights or obligations under this Agreement without the prior written consent of the³² Company. The Company may assign its rights and obligations³³ under this Agreement without your consent.

12.6. Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable control,³⁴ including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents,³⁵ strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

12.7. Relationship of the Parties: Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship³⁶ between the parties.³⁷ The Company is an independent contractor.

12.8. Notices: All notices required or permitted under this Agreement shall be in writing and delivered personally, by reputable overnight courier, or by certified mail, return receipt requested, to the addresses set forth in the Service Agreement or as otherwise designated in writing by the parties.

BY ENGAGING OUR SERVICES, YOU AFFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS AND CONDITIONS.