Terms and Conditions of Service

NOTICE: These Terms and Conditions (the “Agreement”) constitute a binding legal agreement between you (the “Client”) and The Savvy OBM LLC dba The Savvy OBM (the “Contractor”). By providing written consent to begin the personalized matching/search service or submitting any payment, and for good and valuable consideration (the receipt and sufficiency of which are acknowledged), the Client accepts and agrees to the following terms:

1. Services

The Contractor will provide virtual or hybrid executive assistant and online business management services (the “Services”) as described in the Client’s selected service plan or agreement. Contractor shall perform the Services in a diligent, timely, professional, and workmanlike manner, using reasonable care and skill and in accordance with industry standards. The Contractor may delegate or assign portions of the Services to its qualified team members (“Contractor’s subcontractors”) at its discretion, but will remain responsible for the quality and fulfillment of this Agreement. The Contractor and its subcontractors will comply with all applicable laws and regulations in performing the Services. Unless explicitly authorized in writing by the Client, the Contractor and its subcontractors are not authorized to enter into contracts, make representations, or incur obligations on behalf of the Client.

2. Term

This Agreement commences on the date the Client first engages the Contractor’s Services and continues on a month-to-month basis until terminated by either Party with at least fourteen (14) days’ written notice to the other (the “Term”). This is a subscription service that will automatically renew each month until properly terminated. If the Agreement is terminated, it shall effectively end 14 days after the date of the termination notice (or on a later date specified in the notice, if applicable), subject to the cancellation policies below.

3. Fees and Payment Terms

Subscription Plans: The Services are offered as subscription packages with a minimum hourly commitment (starting at 20 hours per month). Different service tiers are available at hourly rates such as approximately $60/hr, $75/hr, and $125/hr, depending on the level of service and expertise required. The specific rate and included hours for the Client’s plan will be set forth in the service plan or invoice. All fees are stated in U.S. Dollars and do not include any applicable taxes (sales tax, VAT, etc.), which, if required, will be added to the billing or are the responsibility of the Client.

Billing Cycle & Automatic Renewal: Subscription fees are billed in advance on the 1st day of each month (the billing date). The Client’s plan will renew automatically on the 1st of each subsequent month for the subscription fee, unless the Client provides a termination or downgrade notice at least 14 days prior to the next billing date (or the Contractor terminates as allowed herein). If the Client initiates service or upgrades a plan in the middle of a month, the initial invoice will be prorated for that partial month and due immediately. Thereafter, regular billing on the 1st of each month will resume. Unused hours do not roll over to the next month – any service hours not utilized during a month expire at the end of that billing cycle.

Overage Hours: If the Client uses more hours in a month than allotted in the subscription plan, those excess hours (“Overage Hours”) will be billed at the same hourly rate of the Client’s plan. Overage Hours from the prior month are tallied and invoiced on the 1st of the following month (along with the regular monthly renewal). The Client agrees that any invoice for Overage Hours will be automatically charged on the 5th of that month to the payment method on file, unless the Client has raised a good-faith dispute about the hours before that date. The Contractor will include a summary of any overage on the invoice. Unused prepaid hours in any month are not refundable (except in the context of an approved cancellation as described in Section 7) and have no cash value.

Payment Method: The Contractor will accept payment via ACH (bank transfer), wire transfer, credit card, or debit card, as well as any other payment methods indicated on the invoice. The Client will provide a valid payment method and hereby authorizes the Contractor to charge recurring subscription fees on each billing date. All invoices are due upon receipt. If paying by credit or debit card, the Client acknowledges that the Contractor may charge the card automatically on the billing dates for the subscription and overages as described. The Contractor reserves the right to add a reasonable processing fee for credit card transactions to cover merchant fees (any such fee will be disclosed on the invoice, and the Client may avoid it by choosing an ACH or wire payment when available).

Late Payment: Invoices not paid within 3 days of receipt are considered past due. The Contractor may, at its discretion, charge a late fee of 0.05% of the outstanding amount per week (approximately 0.05% weekly, accruing roughly 0.2% per month) on any overdue balance until paid in full. Additionally, if the Client’s payment method is declined or if any invoice remains unpaid beyond 3 days, the Contractor may suspend Services temporarily until payment is made. The Client understands that failure to pay fees when due may result in suspension or permanent termination of Services, at the Contractor’s discretion. The Client agrees to pay all amounts due in full and is responsible for any fees incurred by the Contractor (including reasonable attorneys’ fees and collection costs) in collecting overdue payments.

Changes to Subscription: The Client may upgrade or downgrade their monthly hour package by mutual agreement with the Contractor. If an upgrade/downgrade is agreed in the middle of a month, the Contractor will prorate the fees or adjust the next billing accordingly. The Contractor reserves the right to review and adjust the pricing of subscription plans periodically (for example, due to changes in labor costs or inflation). The Contractor will provide at least 30 days’ notice of any increase in subscription rates. If the Client does not accept the new pricing, the Client may elect to terminate the Agreement by providing notice before the new pricing takes effect. Continued use of the Services after a price change goes into effect constitutes acceptance of the new rates.

Expenses: The Client is not liable for any out-of-pocket expenses incurred by the Contractor or its subcontractors in performing the Services unless the Client has approved such expenses in writing in advance. If the Services require purchase of specific materials or travel at the Client’s request, and the Client agrees in writing to reimburse those costs, the Contractor will itemize the approved expenses on an invoice. Otherwise, the Contractor shall bear its own normal business expenses.

No Refunds for Ongoing Services: Except as explicitly provided in Section 7 (Termination & Cancellation) below, subscription fees (including any prepaid monthly hours) are non-refundable once paid. In particular, the Contractor does not refund or credit any unused hours at the end of a billing cycle, and unused hours do not roll over month-to-month. If the Client is dissatisfied with the Services at any time, the Client should refer to Section 7 and Section 11 regarding cancellation and the satisfaction guarantee.

4. Scope Changes and Additional Work

This Agreement (and the selected service package) is limited to the scope of work outlined in the Client’s service plan or Exhibit. If the Client requests additional services or changes that go beyond the agreed scope (for example, an increase in hours or new types of tasks not originally contemplated), the Contractor will inform the Client and provide an estimate or require an adjustment to the subscription plan. The Contractor is not obligated to perform work outside the original scope without such mutual agreement. Any agreed-upon additional work or change in scope may result in additional fees or a separate project agreement.

5. Independent Contractor Relationship

The Contractor and its team are operating as independent contractors, not as employees, partners, joint venturers, or agents of the Client. Nothing in this Agreement creates an employment relationship between the Contractor (or its subcontractors) and the Client. The Contractor retains the sole right to control or direct the manner in which the Services are performed, subject to the requirements of this Agreement. The Contractor is responsible for paying all wages, salaries, and benefits to its subcontractors, and for withholding and remitting any required payroll taxes, unemployment insurance, and other employment-related contributions for its subcontractors. The Contractor is responsible for its own self-employment taxes and income taxes. Neither the Contractor nor its subcontractors are entitled to any benefits that the Client provides to its own employees. The Client will not withhold any taxes or provide benefits for the Contractor or its personnel. No Agency: The Contractor and its personnel have no authority to bind or commit the Client to any contract or obligation with any third party, unless the Client provides prior written consent for a specific instance. Likewise, the Client shall not be deemed an agent of the Contractor for any purpose.

6. Warranties and Representations

Contractor’s Warranties: The Contractor represents and warrants to the Client that:

Performance Standard: It will perform the Services in a professional manner, with reasonable care, skill, and diligence, and in accordance with the terms of this Agreement. All work will be carried out in a timely fashion and in compliance with all applicable laws and regulations.
Right to Enter Agreement: The Contractor has the full right, power, and authority to enter into this Agreement and to perform the Services and obligations hereunder. Entering or performing under this Agreement will not violate any other agreement or obligation of the Contractor.
No Conflicting Obligations: The Contractor confirms that it is not subject to any agreement or restriction that would conflict with performing the Services for the Client. The Contractor will not improperly use or disclose any third-party confidential information or violate any third-party rights in the course of providing Services.
Workmanship Warranty: The Contractor warrants that the work product delivered will substantially meet the specifications or requirements provided by the Client. (However, see Section 11 “No Guarantee of Results” for important limitations on outcomes.)
Non-Infringement: To the best of Contractor’s knowledge, the Services and any work product provided by Contractor (excluding any materials provided by Client) will not infringe upon any third party’s intellectual property rights or other rights.
Legal Compliance: The Contractor will comply with all relevant laws, rules, and regulations in the performance of Services. If any licenses or permits are required for aspects of the Services, Contractor shall obtain them as needed.

Client’s Warranties: The Client represents and warrants that:

Right to Enter Agreement: The Client has the full right, power, and authority to enter into this Agreement and to receive the Services. Entering this Agreement and receiving Services will not conflict with or cause a breach of any other agreement to which the Client is a party.
Accuracy of Information: The Client will provide accurate, complete, and timely information, instructions, and materials to the Contractor as necessary for the performance of Services. The Client is responsible for the accuracy and legality of all content, data, and materials it supplies to the Contractor.
Ownership of Client Materials: Any text, images, graphics, trademarks, or other content or materials that the Client provides to the Contractor for use in performing the Services are either owned by the Client, or the Client has obtained all necessary rights and licenses to such materials. The Client’s materials (and the use of them as directed by the Client) do not and will not infringe or misappropriate the intellectual property rights, privacy rights, or any other rights of any third party.
Legal Purpose: The Client will not request or require the Contractor to engage in any activity that is unlawful, unethical, or violates any applicable law or regulation. The Client’s use of the Services will be for legitimate business purposes and in compliance with all laws. The Client will not use the Contractor’s Services or any deliverables for any fraudulent or illegal activities.
No Conflicting Obligations: The Client is not subject to any law or agreement (such as a non-compete or confidentiality obligation to another party) that would conflict with engaging the Contractor or using the deliverables provided.
Cooperation: The Client will cooperate with the Contractor as needed, including responding to communications in a timely manner and providing any approvals, resources, or access required to enable the Contractor to perform the Services effectively.

Each Party further represents that it has entered this Agreement of its own free will and not based on any false or misleading representations made by the other.

7. Termination and Cancellation

Either Party may terminate this Agreement as follows:

Termination by Notice (No-Fault Termination): Either Client or Contractor may terminate the Agreement for convenience by providing at least 14 days’ written notice to the other party. Termination will become effective 14 days after the date of such notice (unless a later termination date is specified in the notice). During the notice period, the Parties may mutually agree to an earlier termination date or to continue services to a logical stopping point. The Client remains responsible for paying for all Services rendered up to the effective termination date.

Cancellation of Pre-Paid Packages: If the Client has pre-purchased a multi-month package of Services (e.g., a 3-month or 6-month subscription paid upfront or at a discounted rate), the following refund policy applies in the event of early termination:
- If the Client’s written cancellation notice is received on or before the 10th day of the current month’s billing cycle, the Contractor will issue a pro-rated refund for any unused hours remaining in that current month and a full refund for any additional full months remaining in the package (if any).
- If the Client’s cancellation notice is received after the 10th day of the current month’s cycle, the Client will not receive a refund for any unused hours in that current month. However, the Client will still receive a full refund for any remaining full months in the multi-month package that have been paid for but not yet used, if applicable.
- If termination occurs in the middle of a multi-month commitment, any refund due (for unused hours after the cut-off date and/or full future months) will be processed within 30 business days of the effective termination, provided the Client is not in breach of this Agreement.

Termination by Contractor (For Cause): The Contractor reserves the right to terminate this Agreement or suspend Services immediately, with or without prior notice, if the Client breaches any material term of this Agreement, including but not limited to failure to pay fees when due or involvement in illegal or unethical business practices. Additionally, if the Client engages in behavior that makes it unreasonably difficult or unsafe for the Contractor to continue performing Services (for example, harassment, requests for illegal conduct, or other serious misconduct), the Contractor may terminate the Agreement immediately for cause. In the case of a termination for cause due to Client’s breach or misconduct, no refunds will be due to the Client for any prepaid services, and the Client shall remain liable for any unpaid balance of the contract.

Termination by Client (For Cause): The Client may terminate this Agreement immediately upon written notice if the Contractor materially breaches its obligations and fails to cure such breach within a reasonable period after receiving written notice from the Client describing the breach. In addition, the Contractor acknowledges that the Client may terminate immediately if circumstances constitute a fundamental failure of the Contractor to perform (for example, Contractor’s fraud or gross misconduct). In the event the Client terminates due to a breach by Contractor, the Contractor will refund the Client for any unused hours that have been paid for but not utilized in the current month (if the termination notice was given on or before the 10th of that month, the entire unused portion of that month will be refunded) and any amounts paid for future months beyond the termination date. Such refund shall be provided within 30 business days after termination. This remedy is in addition to any other legal rights the Client may have in the event of Contractor’s breach.

Effect of Termination: Upon any termination or expiration of this Agreement, all Services will cease. If termination occurs mid-month, the Contractor will cease work as of the effective termination date. At the Client’s election (and if the Client has already paid for the entirety of the current month), the Contractor can continue to provide Services through the end of the current billing period, and in such case Services will cease on the last day of that month. Otherwise, access to and use of all Services will be terminated immediately on the effective date of termination. The Client agrees to promptly pay for any Services rendered through the termination date (any final prorated invoice will be provided). The Client is responsible for exporting or saving any data or work product stored with the Contractor (for example, any shared documents or passwords) prior to the termination effective date. After termination, the Contractor may disable access to Client’s accounts on Contractor’s systems and is not obligated to retain Client data (except as required by law or as otherwise agreed).

Surviving Provisions: Termination of this Agreement shall not affect any provisions which by their nature are intended to survive termination. This includes (but is not limited to) obligations related to Confidentiality (Section 8), Intellectual Property (Section 9), Indemnification (Section 14), Limitation of Liability (Section 15), and any payment obligations for Services already rendered or fees due. All such provisions shall remain in force according to their terms.

No Liability for Termination: Except for payment of amounts owed up to the date of termination or as otherwise expressly provided herein, neither Party shall be liable to the other for any damages purely as a result of terminating this Agreement in accordance with its terms. Neither Party will be liable for anticipated profits, or expenditures, investments, or commitments made in reliance on the continuance of the business relationship, simply because the Agreement has been terminated. (This does not affect either party’s right to seek damages for any breach of this Agreement that may have prompted the termination.)

8. Confidentiality

During the course of the engagement, either Party (the “Disclosing Party”) may share or make available to the other (the “Receiving Party”) certain non-public, proprietary, or confidential information. “Confidential Information” means any information, in any form or medium, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the context of disclosure. Confidential Information includes, without limitation: business plans, strategies, financial information, pricing, marketing plans, client or customer lists, trade secrets, processes, techniques, product information, know-how, designs, software, login credentials, systems, formulas, research, and any other technical, financial, or business information disclosed by one Party to the other. Confidential Information may be oral, written, electronic, or in any other form. The Receiving Party agrees that it shall hold all Confidential Information in strict confidence and shall not disclose, use, or permit the use of any Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The Receiving Party will protect the Disclosing Party’s Confidential Information using at least the same degree of care that it uses to protect its own confidential information of similar sensitivity (and no less than a reasonable standard of care).

Exceptions: Confidential Information does not include information that the Receiving Party can demonstrate:

Was already known to the Receiving Party without an obligation of confidentiality before the Disclosing Party disclosed it;
Is or becomes publicly available through no wrongful act or breach of this Agreement by the Receiving Party (information is not deemed public just because portions of it are publicly known or because it can be inferred from combining public information);
Was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
Was rightfully obtained by the Receiving Party from a third party who had the legal right to disclose it, without confidentiality obligations.

The Receiving Party will not disclose Confidential Information to any third party unless authorized by the Disclosing Party in writing. The Receiving Party shall limit access to Confidential Information to those of its own personnel or agents who need to know it for purposes of this Agreement, and only if such persons are bound by confidentiality obligations at least as protective as these terms. The Receiving Party shall not copy or reproduce any of the Disclosing Party’s Confidential Information except as necessary for the purposes of this Agreement. Upon the termination of this Agreement or at any time upon the Disclosing Party’s request, the Receiving Party will promptly return or destroy (and certify in writing to the Disclosing Party the destruction of) all materials embodying Confidential Information of the Disclosing Party that are in the Receiving Party’s possession or control, except that the Receiving Party may retain one archival copy if required for legal record-keeping purposes (subject to ongoing confidentiality obligations).

The obligations in this section will survive for 10 years after the termination or expiration of this Agreement, except that trade secrets shall be kept confidential for so long as they remain trade secrets under applicable law. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall (to the extent legally permitted) give prompt written notice to the Disclosing Party and cooperate with any efforts of the Disclosing Party to seek a protective order or otherwise limit disclosure. Each Party acknowledges that unauthorized use or disclosure of the other’s Confidential Information may cause irreparable harm for which monetary damages may be insufficient, and thus the injured Party shall be entitled to seek injunctive relief to enforce this section, in addition to any other rights and remedies available.

9. Intellectual Property and Ownership of Work Product

Ownership by Client: The Parties agree that all deliverables, work product, documentation, inventions, creative works, or other materials that the Contractor or its subcontractors produce for the Client as part of the Services (“Work Product”) are being created as “work made for hire” for the Client, or, where applicable, all right, title, and interest in and to such Work Product are hereby assigned to the Client upon creation. This means that the Client will be the sole and exclusive owner of all intellectual property and proprietary rights in the Work Product (including any copyrights, trademarks, patents, trade secrets, or other rights). The Contractor waives any and all claims of ownership in the Work Product and agrees not to use, reuse, or distribute the Work Product to others without the Client’s consent.

Assignment and Further Assurance: To the extent that by operation of law any Work Product might not be considered owned by the Client from inception or might not automatically vest in the Client, the Contractor hereby assigns and transfers to the Client all rights, title, and interest in such Work Product. The Contractor agrees to execute any additional documents and take any further actions reasonably requested by the Client, at the Client’s expense, to effectuate or confirm the Client’s ownership of the Work Product or to assist in obtaining or enforcing intellectual property rights therein.

Pre-existing IP: Notwithstanding the above, each Party retains ownership of any pre-existing intellectual property and materials that it had or developed outside of this engagement and without reference to the other Party’s Confidential Information. If any Contractor-owned pre-existing materials (such as templates, libraries, methodologies, or know-how) are used or included in the Work Product, the Contractor grants the Client a perpetual, royalty-free, non-exclusive license to use and modify those materials solely as part of the Work Product delivered. This license is automatically included in the fees.

10. Marketing and Client Reference

The Client grants the Contractor the limited right to use the Client’s name and logo in the Contractor’s marketing materials, website, or portfolio for the purpose of identifying the Client as a client of The Savvy OBM’s services. Any such use will be in accordance with any brand guidelines the Client provides and shall not be disparaging or suggest endorsement of any product/service beyond the scope of this engagement. The Contractor may describe in general terms the nature of the Services provided to the Client, but will not disclose any Confidential Information in doing so. If the Client prefers to keep the engagement entirely confidential, the Client can notify the Contractor in writing and the Contractor will refrain from making public reference to the Client.

11. No Guarantee of Results; Disclaimer

The Client acknowledges that the Contractor has made no guarantees about the specific outcomes or results that will be achieved through the Services. While the Contractor agrees to perform all Services with diligence and professional skill, the Client’s business is unique, and many factors beyond the Contractor’s control may affect business outcomes. The Contractor does not guarantee any increase in revenue, audience growth, or other quantified business success as a result of the Services. Past results obtained by the Contractor or its subcontractors for other clients (or in other projects) do not guarantee or indicate similar results for the Client.

Furthermore, the Client remains solely responsible for all decisions and actions taken in its business. The Contractor may provide advice, recommendations, or execute tasks on the Client’s behalf, but the Client is ultimately responsible for the use or implementation of any deliverables or suggestions. The Contractor does not assume management responsibility for the Client’s business or operations. Any strategic decisions, policies, or practices that the Client implements (even if discussed with or facilitated by the Contractor) are the sole responsibility of the Client.

Except as expressly provided in this Agreement, the Contractor disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent allowed by law. Some jurisdictions may not allow certain warranty disclaimers, so some of the above may not apply to the extent prohibited by law.

12. Data Security and Account Access

In order to perform the Services, the Client may choose to provide the Contractor and its assigned subcontractors with access to certain sensitive information, accounts, or systems (for example, login credentials, cloud storage, project management tools, social media accounts, etc.). The Contractor’s team will employ reasonable measures to maintain the security and confidentiality of any such access credentials and data. The Client hereby authorizes the Contractor and its subcontractors to use the provided accounts and information solely for the purpose of delivering the Services to the Client. The Contractor will not use the Client’s accounts or data for any purpose other than performing the assigned tasks, and will not claim any ownership over the Client’s accounts, data, or content.

Client’s Risk Acknowledgment: The Client understands that providing login credentials or access to business systems inherently carries some risk. While the Contractor will take reasonable care, any data security incident (such as unauthorized access, hacking, or data breach) affecting the Client’s accounts is ultimately outside of the Contractor’s direct control. The Contractor shall not be held liable for any breach of security or data loss in the Client’s systems, except to the extent it was directly caused by the Contractor’s willful misconduct or gross negligence. The Client agrees that it is responsible for maintaining appropriate backup copies of its data and for any security measures it deems necessary (such as changing passwords after the engagement, using two-factor authentication, etc.). If the Client asks the Contractor’s subcontractors to handle sensitive data or perform actions that involve financial accounts, the Client does so at its own risk. The Contractor encourages the Client to use secure password-sharing tools or limited permission accounts when feasible.

13. Non-Solicitation and Hiring of Contractor’s Staff

In consideration of the Contractor’s role in matching and providing qualified personnel to perform services, the Client agrees to the following restrictions on directly soliciting or hiring the Contractor’s staff:

Non-Solicitation During and After Engagement: During the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement, the Client shall not, either directly or indirectly, solicit, recruit, or induce any employee or subcontractor of the Contractor who has performed or will perform Services for the Client (each, an “Assigned Contractor”) to leave the Contractor’s employment or contract in order to provide services directly to the Client (or to any affiliate or related entity of the Client) outside of the Contractor’s arrangement. This prohibition includes not only formal hiring as an employee, but also engaging the individual as an independent contractor or consultant, or otherwise circumventing the Contractor to obtain that individual’s services for the Client’s benefit. The intent is to prevent the Client from bypassing the Contractor to work directly with an assigned team member, unless the conditions in the next bullet are met.

Hiring/Engagement Buy-Out Option: If the Client desires to directly hire or engage an Assigned Contractor on an ongoing basis outside of The Savvy OBM’s Services, the Client must obtain the Contractor’s prior written consent and agree to pay a placement fee (buy-out fee) to the Contractor. The Parties agree that a fair placement fee is twenty percent (20%) of the Assigned Contractor’s projected annual full-time compensation. For the purposes of this calculation, the Assigned Contractor’s hourly rate under this Agreement will be multiplied by 160 hours (the equivalent of full-time hours per month) and then by 12 months to determine an equivalent annual salary, and 20% of that figure will be the placement fee. For example, if the Assigned Contractor’s billable rate is $60/hour, the annualized amount is $60 × 160 × 12 = $115,200, and the placement fee would be 0.20 × $115,200 = $23,040. This placement fee must be paid in full to the Contractor prior to the Client directly hiring or engaging the Assigned Contractor (or, at the latest, immediately upon the Assigned Contractor’s acceptance of an offer of employment/engagement with the Client). Upon payment of the fee, the Contractor will release the Assigned Contractor from any non-compete or contract restrictions on working directly for the Client, allowing the Client to hire that individual free of further obligations to the Contractor. If the Parties agree to a different buy-out arrangement (for instance, a negotiated flat fee), it must be documented in writing signed by both parties.

Breach of Non-Solicitation: The Client acknowledges that the Contractor invests considerable resources in recruiting, training, and matching its subcontractors with clients. If the Client breaches the above non-solicitation provision by hiring or engaging an Assigned Contractor (or causing a Contractor’s staff member to terminate their relationship with Contractor to work with the Client) without the Contractor’s consent or without paying the agreed placement fee, the Client shall be liable to pay liquidated damages equal to 20% of that individual’s projected annual compensation (calculated as described above). The Client agrees that this liquidated damages amount is a reasonable estimate of the losses and damages the Contractor would suffer from such a breach, which would include lost business and recruiting costs, and that actual damages may be difficult to ascertain. In addition, the Contractor may seek injunctive relief (a court order) to prevent further breaches or irreparable harm, and may pursue any other remedies available under law. The 12-month non-solicitation period shall be extended by any period during which the Client is in breach of this clause. The non-solicitation obligations and associated remedies stated in this section shall survive the termination of this Agreement.

Exceptions: The above restrictions do not prevent the Client from hiring any individual who responds to a general job advertisement or inquiry not specifically targeted to the Contractor’s subcontractors, provided that the Client has not been introduced to or put into contact with that individual through the Contractor’s services. Additionally, if the Assigned Contractor has not been involved with providing services to the Client for over 12 months, the Client may engage that person without a placement fee or breach of this Agreement.

14. Satisfaction Guarantee and Replacement of Contractor

The Contractor is committed to ensuring a successful engagement and a good working relationship between the Client and the assigned team member. If, at any time, the Client feels that the assigned Contractor’s team member is not a good fit or is not meeting the Client’s expectations, the Client should notify the Contractor as soon as possible. The Contractor will, in good faith, work with the Client to address any concerns and, if necessary, offer a replacement. Specifically, for subscription clients, The Savvy OBM will provide unlimited free replacement, within reason, of the assigned contractor (matching the Client with an alternate team member at no additional cost) if the initial match is determined not to be ideal by the Client (and such feedback is given within a reasonable timeframe, such as within the first month or so of the engagement). The Client agrees to give the Contractor a reasonable opportunity to remedy performance issues or provide a new resource before terminating for unsatisfactory service.

For Clients utilizing The Savvy OBM’s recruitment or placement services (where the goal is to hire a candidate directly), the Contractor typically offers a placement guarantee. If a candidate placed with the Client does not work out or leaves the Client’s employment within an agreed evaluation period (e.g., within the first 60 or 90 days of employment), the Contractor will make one effort to find a replacement candidate at no additional charge to the Client. (The specific terms of such a guarantee may be detailed in the recruitment service agreement, but generally one replacement search will be provided if the first placement fails early on.) This guarantee is null and void if the reason for the candidate’s departure is due to the Client’s breach of the employment terms or a layoff unrelated to performance.

The “free replacement” guarantees described above are provided as a courtesy and customer satisfaction policy; they do not waive or alter the Client’s obligation to pay for Services rendered up to the date of any replacement or termination. However, if a replacement is provided, the Contractor will not charge any additional onboarding or setup fees for the new contractor. The Client’s subscription terms (hours and rate) will continue under the existing plan unless otherwise mutually adjusted.

15. Indemnification

Indemnification by Contractor: The Contractor agrees to defend, indemnify, and hold the Client harmless (including the Client’s officers, directors, employees, and agents) from and against any and all third-party claims, liabilities, losses, damages, costs, or expenses (including reasonable attorney’s fees) arising out of or relating to: (a) the Contractor’s gross negligence or willful misconduct in the performance of the Services under this Agreement; or (b) the Contractor’s material breach of any representation, warranty, or obligation in this Agreement. This indemnity means that if a third party sues or makes a claim against the Client due to the Contractor’s covered actions or breaches, the Contractor will pay for the costs of defense (attorneys’ fees, court costs) and any resulting liabilities or judgments, provided that the Client: (i) promptly notifies the Contractor of the claim, (ii) permits the Contractor to control the defense and settlement of the claim (with counsel reasonably acceptable to Client), and (iii) cooperates with the Contractor in the defense. In no event will the Contractor settle any claim in a manner that admits fault or imposes unindemnified obligations on the Client without the Client’s consent.

Indemnification by Client: The Client agrees to defend, indemnify, and hold the Contractor harmless (including its owners, employees, contractors, and agents) from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorney’s fees) arising out of or related to: (a) any materials, content, or information provided by the Client for use by the Contractor (including any claim that such materials infringe a third party’s rights or violate law); (b) the Client’s misrepresentation, negligence, or misconduct in connection with this Agreement; or (c) any third-party claim resulting from the Contractor’s performance of Services at the Client’s direction or using materials or information provided by the Client. This includes any claim by a third party that arises from the Contractor’s appearance or association with the Client (for example, if Contractor’s subcontractor is executing tasks or communications on behalf of the Client and a third party challenges those actions), except to the extent such claim is caused by Contractor’s own breach of this Agreement or willful misconduct. The Client’s indemnification obligations are subject to the Contractor: (i) promptly notifying the Client of the claim, (ii) permitting the Client to control the defense and settlement (with counsel reasonably acceptable to Contractor), and (iii) cooperating in such defense. The Client shall not settle any third-party claim in a way that imposes liability or obligations on the Contractor without Contractor’s prior written consent.

No Indirect Damages: The indemnifying party in each case above will not be responsible for any settlement it does not approve in writing. The indemnification obligations here are in addition to any other rights or remedies the indemnified party may have at law or equity. (The obligations in this Section shall survive termination of the Agreement.)

16. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable to the other for any special, indirect, incidental, consequential, exemplary, or punitive damages whatsoever (including, but not limited to, lost profits, lost revenue, loss of data, loss of business opportunities, or business interruption) arising out of or related to this Agreement or the Services, even if advised of the possibility of such damages.

Except for liability arising from a Party’s willful misconduct, fraud, or indemnification obligations, each Party’s total cumulative liability to the other for any and all claims arising out of or relating to this Agreement (including any cause of action in contract, tort, or strict liability) shall be limited to the total amount of fees paid (or payable) by the Client to the Contractor in the twelve (12) months immediately prior to the event giving rise to the claim. If the term of this Agreement has been shorter than 12 months, then the liability cap will be the amount of fees paid by Client for the Services during the actual term of the Agreement. This limitation of liability is a fundamental part of the bargain and reflects the allocation of risk between the Parties; absent this limitation, the economic terms of this Agreement would be different.

Exceptions: The above limitations do not limit or exclude the Contractor’s liability for any damages or remedies required by law that cannot be limited or excluded (for example, certain statutory liabilities which by law cannot be limited, if applicable). Furthermore, the limitations of liability shall not apply to breaches of confidentiality (Section 8) or infringement of intellectual property rights, or to the extent that a Party has insurance coverage for certain losses (in which case the rights of the insured to recover under such insurance are not affected).

17. Miscellaneous Provisions

Governing Law: This Agreement and any dispute arising from it shall be governed by and construed in accordance with the laws of the State of California, U.S.A., without regard to its conflict of laws principles. The Parties agree that any legal action or proceeding concerning this Agreement shall be brought in the state or federal courts located in California, and each Party consents to the personal jurisdiction of those courts. Each Party waives any objection (such as inconvenient forum) to the venue of such courts. (If either Party is based outside the United States, that Party agrees that any process may be served on it by mail or internationally recognized courier with proof of delivery, and that such service shall have the same effect as personal service within the U.S.)

Notices: Any notices or other communications required or permitted under this Agreement shall be given in writing and shall be deemed effectively given: (a) when delivered personally (with written confirmation of receipt); (b) when sent by email, provided that the receiving Party acknowledges receipt (by a reply email or a separate confirmation, not merely by an automated read receipt); or (c) one business day after being sent by a reputable overnight courier service (with tracking and confirmation) to the address of the Party as specified in the service agreement or as otherwise designated in writing. Notices should be sent to the Parties at the addresses (email or physical) that they have on file for each other. Each Party is responsible for keeping the other informed of any changes to their contact information for notice purposes.

Assignment: Neither Party may assign or transfer this Agreement, in whole or in part, to any third party without the prior written consent of the other Party, except that the Contractor may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets, provided that the Contractor notifies the Client and the successor agrees to be bound by the terms of this Agreement. Any attempted assignment in violation of this provision will be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

Amendment; Changes to Terms: Except as provided below, this Agreement may be modified or amended only by a written document signed by both the Client and the Contractor. However, because this Agreement may serve as a master terms for an ongoing service, the Contractor reserves the right to update or change these Terms and Conditions from time to time. In the event of any material change, the Contractor will provide the Client with at least 30 days’ notice (for example, by email or via the billing/invoice platform or Contractor’s website) before the change becomes effective. If the Client objects to any such change, the Client must notify the Contractor in writing before the effective date of the change and may terminate the Agreement if a resolution is not reached. If the Client continues to use the Services or does not terminate the Agreement after the effective date of the updated Terms, such continued use shall constitute acceptance of the change. No change will apply retroactively — changes will only apply going forward from their effective date. For clarity, changes in subscription pricing or plans will be handled as described in Section 3.

Entire Agreement: This Agreement (including any Exhibit A, service plan, work order, or similar attachment expressly incorporated herein by reference) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, regarding such subject matter. No other representations or promises are binding unless stated in this Agreement. In the event of a direct conflict between these Terms and an Exhibit or Statement of Work, the terms of the Exhibit/SOW (as it pertains to its specific scope or project) shall govern, but all other provisions of these Terms shall apply.

Severability: If any provision of this Agreement is held by a court of competent jurisdiction (or arbitrator, if applicable) to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. The Parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly effects the Parties’ intent in entering into this Agreement, or if necessary, the court (or arbitrator) may reform the provision to the minimum extent required to render it enforceable and consistent with the Parties’ intent.

Waiver: The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that or any other right or provision. Similarly, no waiver of any breach or default shall be deemed a waiver of any later breach or default of the same or similar nature. Any waiver of a provision of this Agreement will be effective only if in writing and signed by the Party against whom the waiver is asserted.

Force Majeure: (Force Majeure refers to events outside a party’s reasonable control.) Neither Party will be liable for any failure or delay in performing its obligations (other than payment obligations) if such failure or delay is due to causes beyond its reasonable control, such as acts of God, war, terrorism, cyber-attacks or internet outages not caused by the obligated Party, natural disasters, epidemic, governmental order, or any other unforeseen event. The affected Party shall give notice to the other as soon as practicable and make reasonable efforts to resume performance as soon as possible.

Headings and Interpretation: Section headings in this Agreement are for convenience only and do not affect the meaning or interpretation of any provision. “Including” means “including without limitation,” and similar terms shall be interpreted non-exclusively. This Agreement shall not be construed against the Party that drafted it; both Parties had opportunity for review and counsel.

Counterparts & Electronic Acceptance: This Agreement may be accepted in counterparts (for example, by exchanging signed signature pages electronically or in hard copy, or by an electronic acceptance process). Signatures and acceptances delivered electronically (for example, via e-signature service or email of a PDF) are binding and deemed original. By proceeding with the Services, the Client acknowledges that they have read, understood, and agree to all of the above terms.

Last Updated: April 1, 2025. By engaging The Savvy OBM after this date, the Client agrees to these Terms and Conditions. If you have any questions or concerns about these terms, please contact The Savvy OBM at hello@thesavvyobm.com for clarification before proceeding with services or payment.