This Agreement is entered into as of the date signed below by and between AiDA Sales Systems ("Provider") and the undersigned client ("Client").

1. Services. Provider will deliver managed outbound sales development services including prospect targeting, multi-channel outreach (email and/or LinkedIn), AI-powered response handling, and qualified meeting booking. Month 1 focuses on infrastructure setup and domain warming; full outreach typically activates in Month 2. Month 3 optimize

2. Fees. Client agrees to pay a monthly service fee based on the selected plan tier. Specific pricing is set forth on the payment form. Client shall maintain a valid credit card on file for all payments. Invoices are due on the 1st of each month. Late payments accrue interest at 1.5% per month.

3. Minimum Delivery & Credits. A minimum delivery threshold equal to 60% of the low range of the selected plan applies each month. If Provider delivers fewer Qualified Meetings than the minimum threshold, Client may request a credit of $200 per missed appointment. Credits require a formal request via the designated form with supporting documentation. Credits carry forward and apply to future invoices only. No cash refunds.

4. No-Shows. A Qualified Meeting is defined as a scheduled meeting with a target decision-maker that fits the agreed upon Ideal Customer Profile. Prospect no-shows do not count toward the minimum delivery threshold and do not qualify for credits. Provider will make reasonable efforts to reschedule no-shows.

5. Client Responsibilities. Client shall provide accurate company and offering information, calendar access for scheduling, CRM access as needed, and timely response to meeting handoffs. Client warrants its business practices comply with applicable laws and will not request outreach violating anti-spam laws or platform terms.

6. Data. Client Data provided by Client remains Client property. Prospect data generated for Client campaigns becomes Client property upon termination. Email accounts created for Client remain Client property and will be transferred upon request at termination. Provider implements reasonable safeguards to protect all data.

7. Intellectual Property. Provider retains all rights to its proprietary systems, AI models, workflows, and methodologies. Client retains rights to its trademarks and content. Custom messaging and targeting created specifically for Client transfers to Client upon full payment.

8. Confidentiality. Each party agrees to hold the other's confidential information in strict confidence and use it only for purposes of this Agreement. This obligation survives termination for three years.

9. Term. This Agreement begins on the Effective Date and continues for an initial term of three (3) months. A one-time Setup Fee applies to three-month agreements. For six-month agreements, the Setup Fee is waived. After the Initial Term, the Agreement renews monthly unless either party gives 30 days written notice. Either party may terminate immediately for material breach not cured within 15 days of written notice.

10. Termination. Upon termination: (a) Client pays all fees through termination date; (b) Provider ceases outreach activities; (c) Provider provides reasonable transition assistance for up to 30 days. The Setup Fee is non-refundable. Monthly Retainers are non-refundable except for termination due to Provider's uncured material breach.

11. Limitation of Liability. PROVIDER DISCLAIMS ALL WARRANTIES EXCEPT AS EXPRESSLY STATED. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. PROVIDER'S TOTAL LIABILITY SHALL NOT EXCEED FEES PAID IN THE SIX MONTHS PRECEDING THE CLAIM.

12. Indemnification. Client indemnifies Provider against claims arising from Client's breach, products, services, or data. Provider indemnifies Client against claims arising from Provider's gross negligence or willful misconduct.

13. General. Provider is an independent contractor. This Agreement is governed by Colorado law. Disputes shall be resolved by binding arbitration in Colorado. Neither party may assign without written consent except Provider may assign in connection with acquisition or merger. This Agreement constitutes the entire agreement and may only be amended in writing signed by both parties. Electronic signatures are valid.