Consulting Services Terms

Consulting Services Terms

1. Introduction

These Consulting Services Terms ("Consulting Terms") govern professional consulting services purchased from SOZA Ventures LLC through sozaventures.com.

These Consulting Terms supplement the Website Terms of Use.

If these Consulting Terms conflict with the Website Terms regarding a paid Consulting Service, these Consulting Terms control with respect to that Consulting Service.

2. Service Provider

The Consulting Services are provided by:

SOZA Ventures LLC

Florida Document No. L23000542724

18117 Biscayne Boulevard #1434

Miami, FL 33160

United States

Email: hello@sozaventures.com

3. Business-to-Business Services

Our Consulting Services are intended primarily for:

• companies;
• founders;
• entrepreneurs;
• business owners;
• startups;
• established businesses;
• professional organizations; and
• persons purchasing services for commercial or professional purposes.

By purchasing Consulting Services, you represent that:

1. you are at least 18 years old;
2. you are purchasing primarily for business, commercial or professional purposes;
3. if purchasing on behalf of an entity, you have authority to act on its behalf;
4. you have authority to bind that entity to these Consulting Terms; and
5. information provided during purchase is accurate.

If mandatory consumer protection law nevertheless applies to a transaction, nothing in these Consulting Terms removes rights that cannot lawfully be waived.

4. Standard Consulting Packages

SOZA Ventures currently offers the following standard packages.

Starter Plan

Price: US$1,500

Includes: Three (3) consulting sessions.

The Starter Plan is designed primarily for startups, early-stage businesses, entrepreneurs and companies seeking strategic guidance relating to their establishment, positioning, technology or growth.

Advanced Plan

Price: US$6,000

Includes: Five (5) consulting sessions.

The Advanced Plan is designed primarily for businesses requiring a more extensive strategic review, including established companies, businesses entering new markets or companies undergoing growth, restructuring, repositioning or technological development.

5. Areas of Consulting

Depending on the Client's needs, Consulting Services may address one or more of the following areas:

Business Strategy

• business model development;
• business planning;
• growth strategy;
• commercialization;
• business development;
• operational strategy;
• expansion strategy;
• organizational positioning; and
• strategic decision-making.

Market Strategy

• market analysis;
• competitor analysis;
• market entry strategy;
• customer segmentation;
• commercial positioning;
• opportunity identification; and
• international expansion considerations.

Brand

• brand strategy;
• brand positioning;
• value proposition;
• naming strategy;
• brand architecture;
• communications strategy; and
• market differentiation.

Marketing

• marketing strategy;
• digital marketing;
• customer acquisition;
• paid advertising strategy;
• marketing channels;
• conversion strategy;
• marketing technology;
• performance measurement; and
• related growth initiatives.

Technology and IT

• technology strategy;
• software architecture discussions;
• technology infrastructure;
• automation;
• artificial intelligence strategy;
• digital products;
• websites and digital platforms;
• technology vendor evaluation;
• software selection;
• IT strategy;
• data and analytics strategy;
• systems integration strategy; and
• related technical matters.

The topics covered in each engagement will depend on the Client's circumstances, objectives and available session time.

6. Session Duration and Format

The duration and format of individual Consulting sessions will be displayed on the applicable service page, scheduling interface, purchase confirmation or other written communication provided before the relevant session.

Sessions may be conducted remotely through videoconferencing or another mutually agreed communication method.

Unless expressly included in the applicable package description, travel or in-person meetings are not included.

7. Advisory Nature of Services

The Consulting Services are primarily strategic and advisory.

Unless specifically agreed in writing, purchasing a Consulting package does not require SOZA Ventures to perform implementation work such as:

• programming;
• software development;
• website development;
• application development;
• infrastructure deployment;
• graphic design;
• production of advertising materials;
• ongoing advertising campaign management;
• social media management;
• recruitment;
• accounting;
• bookkeeping;
• legal services;
• tax preparation;
• investment management; or
• ongoing operational management.

SOZA Ventures may recommend actions concerning these areas without undertaking responsibility for implementation.

Implementation services may be subject to a separate proposal, Statement of Work or agreement.

8. Deliverables

Unless expressly included in the relevant service description or agreed in writing, Consulting Services do not include an obligation to deliver a particular:

• report;
• presentation;
• design;
• business plan;
• software application;
• source code;
• financial model;
• market study;
• advertising campaign;
• website;
• technical implementation; or
• other finished work product.

Notes, recommendations, documents or other materials may be provided when appropriate, but the Consulting package primarily covers professional consulting time, analysis, preparation and strategic guidance.

9. No Guarantee of Results

Business consulting necessarily involves professional judgment, assumptions and uncertainty.

SOZA Ventures does not guarantee any particular outcome.

Without limitation, we do not guarantee:

• increased revenue;
• increased profitability;
• sales;
• customer acquisition;
• conversion rates;
• marketing results;
• advertising performance;
• investment or financing;
• business valuation;
• market acceptance;
• successful expansion;
• successful product launches;
• search rankings;
• technical performance;
• cost reductions;
• successful implementation of technology;
• regulatory approval; or
• any specific business result.

The Client remains responsible for deciding whether and how to implement recommendations.

10. Client Responsibilities

The Client agrees to:

• provide accurate information;
• provide reasonably complete information relevant to the engagement;
• communicate material limitations or concerns;
• provide requested materials within a reasonable period;
• ensure it has permission to disclose information supplied to SOZA Ventures;
• attend scheduled sessions on time;
• participate reasonably in the consulting process; and
• independently evaluate decisions before implementing recommendations.

SOZA Ventures is not responsible for recommendations materially affected by inaccurate, incomplete, misleading or outdated information supplied by the Client.

11. Scheduling Period

Unless otherwise expressly agreed:

Starter

All three sessions must be scheduled and used within 90 days following purchase.

Advanced

All five sessions must be scheduled and used within 180 days following purchase.

The Client is responsible for scheduling sessions during the applicable period.

Unused sessions expire at the end of the applicable period without refund unless:

• SOZA Ventures agrees to extend the period;
• SOZA Ventures was responsible for the inability to schedule the session; or
• applicable law requires otherwise.

SOZA Ventures may grant reasonable extensions at its discretion.

12. Rescheduling by the Client

A Client may reschedule a session without penalty by providing at least 48 hours' notice before the scheduled start time.

A session cancelled or rescheduled with less than 48 hours' notice may be treated as used.

A session may also be treated as used if the Client:

• does not attend;
• fails to appear within a reasonable time;
• joins so late that the consultation cannot reasonably occur; or
• fails to provide essential information previously requested where the omission makes the scheduled consultation impracticable.

SOZA Ventures may waive these requirements in exceptional circumstances.

13. Late Attendance

Sessions normally end at the originally scheduled end time even when the Client arrives late.

Late attendance does not ordinarily extend the session.

14. Rescheduling by SOZA Ventures

If SOZA Ventures must reschedule a session, the session will not be considered used.

We will make reasonable efforts to offer an alternative date.

If SOZA Ventures cannot provide a remaining session within a reasonable period and no mutually acceptable alternative can be arranged, the Client may receive a refund for the undelivered portion in accordance with the Cancellation & Refund Policy.

15. Payment

Consulting packages are prepaid.

Current standard prices are:

• Starter — US$1,500
• Advanced — US$6,000

Payments may be processed through Stripe or another identified payment processor.

Unless expressly stated otherwise:

• payments are one-time payments;
• packages do not automatically renew;
• payment must be completed before services begin; and
• prices are exclusive of applicable taxes, if any.

16. Taxes

Clients are responsible for applicable taxes, duties or governmental charges imposed on the purchase except taxes imposed directly on SOZA Ventures' net income.

Where SOZA Ventures is legally required to collect a tax, the amount may be added to the price or otherwise displayed during checkout.

17. Order Acceptance and Conflicts

SOZA Ventures reserves the right to decline an engagement where:

• a conflict of interest exists;
• the requested activity appears unlawful;
• the requested activity would violate third-party rights;
• the engagement creates an unreasonable security or compliance risk;
• the service is materially outside our expertise or reasonable capacity; or
• continuing would otherwise be inappropriate or impracticable.

If we decline an engagement before work begins, payments received for that engagement will be refunded.

18. Cancellation and Refunds

Cancellations, refunds, unused sessions and no-shows are governed by the Cancellation & Refund Policy.

19. Confidentiality

SOZA Ventures will use reasonable care to protect Client information that:

• is identified as confidential; or
• would reasonably be understood to be confidential given its nature and the circumstances of disclosure.

Confidential Information does not include information that:

• is publicly available through no breach by SOZA Ventures;
• was lawfully known before disclosure;
• is independently developed without using Client Confidential Information;
• is lawfully obtained from another source without confidentiality restrictions; or
• must be disclosed pursuant to law or valid legal process.

If disclosure is legally required, SOZA Ventures may make the required disclosure.

Where legally permitted and reasonably practicable, we may notify the Client before doing so.

20. Sensitive and Highly Confidential Information

Unless specifically requested through an appropriate secure process, Clients should not send:

• passwords;
• authentication secrets;
• full payment card information;
• private encryption keys;
• Social Security numbers;
• government identity documents;
• protected health information; or
• other highly sensitive personal information.

21. Session Recording

Neither party may record a Consulting session without the prior knowledge and consent of the other party.

SOZA Ventures will not intentionally record a Consulting session without notifying the Client.

22. Intellectual Property — Existing Materials

Each party retains ownership of intellectual property it owned or developed independently before or outside the engagement.

SOZA Ventures retains all rights in its pre-existing and independently developed:

• frameworks;
• methodologies;
• templates;
• software;
• processes;
• concepts;
• know-how;
• research methods;
• business methods;
• documentation; and
• consulting materials.

23. Client Materials

The Client retains ownership of materials it provides to SOZA Ventures.

The Client grants SOZA Ventures a limited right to use those materials solely as reasonably necessary to provide the Consulting Services and perform related administrative or legal obligations.

The Client represents that it has the necessary rights to provide those materials.

24. Consulting Materials Provided to the Client

Unless otherwise agreed in writing, where SOZA Ventures creates and provides a document or consulting material specifically for the Client during the engagement, the Client receives a perpetual, worldwide, non-exclusive license to use that material for its own internal business purposes.

Unless expressly agreed otherwise, the Client may not:

• sell the material;
• sublicense it;
• commercially distribute it as a standalone product;
• represent SOZA Ventures material as the Client's proprietary methodology; or
• use proprietary SOZA Ventures consulting materials to create a competing consulting service.

25. General Knowledge and Experience

Nothing prevents SOZA Ventures from using general skills, ideas, know-how, experience, techniques or knowledge retained by its personnel, provided that doing so does not disclose Client Confidential Information.

26. Third-Party Products and Services

SOZA Ventures may recommend or discuss third-party:

• software;
• technology;
• service providers;
• advertising platforms;
• consultants;
• contractors;
• hosting providers;
• payment providers;
• tools; or
• other products and services.

The Client remains responsible for evaluating third-party providers and agreeing to their terms.

Unless expressly agreed otherwise, SOZA Ventures is not responsible for third-party:

• pricing;
• availability;
• performance;
• changes;
• data practices;
• security;
• service interruptions; or
• contractual obligations.

Third-party fees are not included in Consulting package prices unless expressly stated.

27. Independent Contractor

SOZA Ventures provides Consulting Services as an independent contractor.

Nothing in the engagement creates:

• an employment relationship;
• partnership;
• joint venture;
• franchise;
• agency;
• fiduciary relationship; or
• ownership interest.

SOZA Ventures may not bind the Client to third-party agreements unless separately authorized in writing.

28. Personnel and Contractors

SOZA Ventures may use employees, consultants or independent contractors to assist in providing services.

Where such personnel require access to confidential Client information, SOZA Ventures will use reasonable measures intended to protect that information.

29. No Legal, Tax, Accounting or Investment Services

SOZA Ventures provides business, technology, marketing and strategic consulting.

Unless expressly stated under a separate written agreement, SOZA Ventures is not acting as the Client's:

• attorney;
• accountant;
• auditor;
• tax adviser;
• investment adviser;
• securities broker;
• financial adviser; or
• other regulated professional.

Any discussion concerning legal, tax, accounting, regulatory or financial matters is general business information only.

Clients should obtain independent professional advice where required.

30. Client Business Decisions

The Client retains sole responsibility for:

• business decisions;
• management decisions;
• investments;
• hiring;
• marketing expenditure;
• technology implementation;
• product decisions;
• regulatory compliance;
• contracts with third parties; and
• implementation of recommendations.

31. Limitation of Liability

To the fullest extent permitted by applicable law, SOZA Ventures LLC and its members, managers, officers, employees, consultants and agents will not be liable for indirect, incidental, consequential, exemplary, special or punitive damages arising out of or relating to the Consulting Services.

This includes loss of:

• profits;
• revenue;
• customers;
• opportunities;
• anticipated savings;
• business;
• data;
• goodwill; or
• reputation.

To the fullest extent permitted by law, SOZA Ventures' aggregate liability arising out of a particular Consulting engagement will not exceed the amount actually paid by the Client to SOZA Ventures for that Consulting engagement.

Nothing in these Consulting Terms excludes liability that applicable law does not permit to be excluded or limited.

32. Indemnification

To the fullest extent permitted by law, the Client agrees to indemnify and hold harmless SOZA Ventures LLC and its members, managers, officers, employees and agents from third-party claims and reasonable related expenses arising from:

• information or materials supplied by the Client in violation of third-party rights;
• the Client's unlawful implementation of recommendations;
• the Client's violation of applicable law; or
• the Client's material breach of these Consulting Terms.

This obligation does not apply where indemnification cannot lawfully be required.

33. Suspension or Termination

SOZA Ventures may suspend or terminate an engagement if:

• the Client materially breaches these Consulting Terms;
• the Client acts fraudulently;
• the Client acts abusively or threateningly toward SOZA Ventures personnel;
• the Client requests unlawful conduct;
• a conflict of interest arises;
• continuing creates material legal, security or regulatory risk; or
• circumstances make continued performance reasonably impracticable.

If termination occurs because of a material Client breach, amounts already paid may remain non-refundable to the extent permitted by law.

If SOZA Ventures terminates without Client breach and cannot provide the remaining services, the Client will be entitled to an appropriate refund for the undelivered portion.

34. Force Majeure

Neither party will be responsible for delay or failure caused by circumstances beyond its reasonable control, including:

• natural disasters;
• severe weather;
• war;
• terrorism;
• civil unrest;
• governmental action;
• widespread Internet outages;
• telecommunications failures;
• widespread service-provider outages;
• serious illness;
• emergency; or
• other comparable events.

The affected party will make reasonable efforts to resume performance.

35. Electronic Contracting

The Client agrees that the engagement may be formed electronically.

Electronic acceptance, records, payment confirmations and communications may be used as evidence of the agreement to the fullest extent permitted by law.

36. Version Applicable to Your Purchase

The Consulting Terms applicable to a prepaid Consulting package are generally the version presented to the Client at the time of purchase.

Later changes will not materially reduce contractual rights relating to a package already purchased unless:

• required by applicable law;
• agreed by the Client; or
• the change is administrative and does not materially affect the Client.

37. Governing Law

These Consulting Terms and disputes relating to the Consulting Services are governed by the laws of the State of Florida, United States, without regard to conflict-of-law principles.

38. Jurisdiction

Subject to mandatory rights that cannot lawfully be waived, proceedings relating to these Consulting Terms or the Consulting Services will be brought exclusively in:

• the appropriate state courts in Miami-Dade County, Florida; or
• where federal jurisdiction exists, the United States District Court for the Southern District of Florida.

The parties consent to personal jurisdiction and venue in those courts.

39. Entire Agreement

For standard Consulting packages, the contractual agreement consists of:

• the applicable service description;
• the purchase confirmation;
• these Consulting Services Terms;
• the Cancellation & Refund Policy; and
• any additional written terms expressly accepted by both parties.

A separately executed Consulting Agreement or Statement of Work may supplement or supersede these Consulting Terms for a particular engagement.

40. Contact

SOZA Ventures LLC

18117 Biscayne Boulevard #1434

Miami, FL 33160

United States

Email: hello@sozaventures.com